Alpha Metallurgical Resources, Inc. - Quarter Report: 2023 June (Form 10-Q)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(Mark One) | |||||
☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2023
OR
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number 001-38735
ALPHA METALLURGICAL RESOURCES, INC.
(Exact name of registrant as specified in its charter)
Delaware | 81-3015061 | |||||||
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) | |||||||
340 Martin Luther King Jr. Blvd. | ||||||||
Bristol, Tennessee 37620 | ||||||||
(Address of principal executive offices, zip code) | ||||||||
(423) 573-0300 | ||||||||
(Registrant’s telephone number, including area code) |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes ¨ No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Sec.232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). x Yes ¨ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☒ | Accelerated filer | ☐ | |||||||||||
Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||||||||||
Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) ☐ Yes x No
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Common Stock | AMR | New York Stock Exchange |
Number of shares of the registrant’s Common Stock, $0.01 par value, outstanding as of July 31, 2023: 13,687,474
TABLE OF CONTENTS | ||||||||
3
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This report includes statements of our expectations, intentions, plans and beliefs that constitute “forward-looking statements.” These statements, which involve risks and uncertainties, relate to analyses and other information that are based on forecasts of future results and estimates of amounts not yet determinable and may also relate to our future prospects, developments and business strategies. We have used the words “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “should” and similar terms and phrases, including references to assumptions, in this report to identify forward-looking statements, but these terms and phrases are not the exclusive means of identifying such statements. These forward-looking statements are made based on expectations and beliefs concerning future events affecting us and are subject to uncertainties and factors relating to our operations and business environment, all of which are difficult to predict and many of which are beyond our control, that could cause our actual results to differ materially from those expressed in or implied by these forward-looking statements.
The following factors are among those that may cause actual results to differ materially from our forward-looking statements:
•the financial performance of the company;
•our liquidity, results of operations and financial condition;
•our ability to generate sufficient cash or obtain financing to fund our business operations;
•depressed levels or declines in coal prices;
•railroad, barge, truck and other transportation availability, performance and costs;
•changes in domestic or international environmental laws and regulations, and court decisions, including those directly affecting our coal mining and production and those affecting our customers’ coal usage, including potential climate change initiatives;
•our ability to obtain or renew surety bonds on acceptable terms or maintain our current bonding status;
•worldwide market demand for coal and steel, including demand for U.S. coal exports, and competition in coal markets;
•attracting and retaining key personnel and other employee workforce factors, such as labor relations;
•our ability to pay dividends on our common stock and execute our share repurchase program;
•our ability to self-insure certain of our black lung obligations without a significant increase in required collateral;
•our ability to meet collateral requirements and fund employee benefit obligations;
•inflationary pressures on supplies and labor and significant or rapid increases in commodity prices;
•disruptions in delivery or changes in pricing from third-party vendors of key equipment and materials that are necessary for our operations, such as diesel fuel, steel products, explosives, tires and purchased coal;
•our ability to consummate financing or refinancing transactions, and other services, and the form and degree of these services available to us, which may be significantly limited by the lending, investment and similar policies of financial institutions and insurance companies regarding carbon energy producers and the environmental impacts of coal combustion;
•failures in performance, or non-performance, of services by third-party contractors, including contract mining and reclamation contractors;
•disruption in third-party coal supplies;
•cybersecurity attacks or failures, threats to physical security, extreme weather conditions or other natural disasters;
•the imposition or continuation of barriers to trade, such as tariffs;
•increased market volatility and uncertainty on worldwide markets and our customers as a result of developments in and around Ukraine and the consequent export controls and financial and economic sanctions;
•changes in, renewal or acquisition of, terms of and performance of customers under coal supply arrangements and the refusal by our customers to receive coal under agreed-upon contract terms;
•reductions or increases in customer coal inventories and the timing of those changes;
•our production capabilities and costs;
•our ability to obtain, maintain or renew any necessary permits or rights, and our ability to mine properties due to defects in title on leasehold interests;
•the effects of the COVID-19 pandemic on our operations and the world economy;
•inherent risks of coal mining, including those that are beyond our control;
•changes in, interpretations of, or implementations of domestic or international tax or other laws and regulations, including the Inflation Reduction Act of 2022 and its related regulations;
•our relationships with, and other conditions affecting, our customers, including the inability to collect payments from our customers if their creditworthiness declines;
•our indebtedness and potential future indebtedness;
•reclamation and mine closure obligations;
4
•utilities and steel and coke producers switching to alternative energy sources such as natural gas, renewables and coal from basins where we do not operate;
•our assumptions concerning economically recoverable coal reserve estimates; and
•other factors, including the other factors discussed in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section included elsewhere in this Quarterly Report on Form 10-Q and the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” sections contained in our Annual Report on Form 10-K for the year ended December 31, 2022.
The list of factors identified above is not exhaustive. We caution readers not to place undue reliance on any forward-looking statements, which are based on information currently available to us and speak only as of the dates on which they are made. When considering these forward-looking statements, you should keep in mind the cautionary statements in this report. We do not undertake any responsibility to publicly revise these forward-looking statements to take into account events or circumstances that occur after the date of this report. Additionally, except as expressly required by federal securities laws, we do not undertake any responsibility to update you on the occurrence of any unanticipated events, which may cause actual results to differ from those expressed or implied by the forward-looking statements contained in this report.
5
Part I - Financial Information
Item 1. Financial Statements
ALPHA METALLURGICAL RESOURCES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
(Amounts in thousands, except share and per share data)
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||
Revenues: | |||||||||||||||||||||||
Coal revenues | $ | 853,807 | $ | 1,334,258 | $ | 1,760,505 | $ | 2,403,996 | |||||||||||||||
Other revenues | 4,564 | 2,154 | 9,101 | 4,380 | |||||||||||||||||||
Total revenues | 858,371 | 1,336,412 | 1,769,606 | 2,408,376 | |||||||||||||||||||
Costs and expenses: | |||||||||||||||||||||||
Cost of coal sales (exclusive of items shown separately below) | 583,514 | 627,429 | 1,122,651 | 1,182,771 | |||||||||||||||||||
Depreciation, depletion and amortization | 32,226 | 27,730 | 61,649 | 55,765 | |||||||||||||||||||
Accretion on asset retirement obligations | 6,376 | 5,947 | 12,753 | 11,901 | |||||||||||||||||||
Amortization of acquired intangibles, net | 2,192 | 5,747 | 4,389 | 11,495 | |||||||||||||||||||
Selling, general and administrative expenses (exclusive of depreciation, depletion and amortization shown separately above) | 17,506 | 18,158 | 38,198 | 33,244 | |||||||||||||||||||
Total other operating loss (income): | |||||||||||||||||||||||
Mark-to-market adjustment for acquisition-related obligations | — | 4,208 | — | 13,569 | |||||||||||||||||||
Other income | (1,546) | (1,516) | (2,638) | (2,144) | |||||||||||||||||||
Total costs and expenses | 640,268 | 687,703 | 1,237,002 | 1,306,601 | |||||||||||||||||||
Income from operations | 218,103 | 648,709 | 532,604 | 1,101,775 | |||||||||||||||||||
Other (expense) income: | |||||||||||||||||||||||
Interest expense | (1,856) | (5,218) | (3,576) | (18,301) | |||||||||||||||||||
Interest income | 2,754 | 170 | 4,272 | 354 | |||||||||||||||||||
Equity loss in affiliates | (3,174) | (2,136) | (4,922) | (3,497) | |||||||||||||||||||
Miscellaneous (expense) income, net | (874) | 1,264 | (243) | 2,940 | |||||||||||||||||||
Total other expense, net | (3,150) | (5,920) | (4,469) | (18,504) | |||||||||||||||||||
Income before income taxes | 214,953 | 642,789 | 528,135 | 1,083,271 | |||||||||||||||||||
Income tax expense | (33,598) | (68,632) | (76,009) | (108,223) | |||||||||||||||||||
Net income | $ | 181,355 | $ | 574,157 | $ | 452,126 | $ | 975,048 | |||||||||||||||
Basic income per common share | $ | 12.63 | $ | 31.24 | $ | 30.52 | $ | 52.77 | |||||||||||||||
Diluted income per common share | $ | 12.16 | $ | 29.97 | $ | 29.34 | $ | 50.39 | |||||||||||||||
Weighted average shares – basic | 14,362,072 | 18,380,114 | 14,814,099 | 18,476,534 | |||||||||||||||||||
Weighted average shares – diluted | 14,910,633 | 19,158,848 | 15,410,994 | 19,349,209 |
Refer to accompanying Notes to Condensed Consolidated Financial Statements.
6
ALPHA METALLURGICAL RESOURCES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)
(Amounts in thousands)
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||
Net income | $ | 181,355 | $ | 574,157 | $ | 452,126 | $ | 975,048 | |||||||||||||||
Other comprehensive loss, net of tax: | |||||||||||||||||||||||
Employee benefit plans: | |||||||||||||||||||||||
Amortization of and adjustments to employee benefit costs | (4,165) | (3,976) | (4,792) | (3,201) | |||||||||||||||||||
Income tax expense | 924 | — | 1,063 | — | |||||||||||||||||||
Total other comprehensive loss, net of tax | (3,241) | (3,976) | (3,729) | (3,201) | |||||||||||||||||||
Total comprehensive income | $ | 178,114 | $ | 570,181 | $ | 448,397 | $ | 971,847 |
Refer to accompanying Notes to Condensed Consolidated Financial Statements.
7
ALPHA METALLURGICAL RESOURCES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)
(Amounts in thousands, except share and per share data)
June 30, 2023 | December 31, 2022 | ||||||||||
Assets | |||||||||||
Current assets: | |||||||||||
Cash and cash equivalents | $ | 312,400 | $ | 301,906 | |||||||
Short-term investments | — | 46,052 | |||||||||
Trade accounts receivable, net of allowance for credit losses of $205 and $239 as of June 30, 2023 and December 31, 2022, respectively | 432,014 | 407,210 | |||||||||
Inventories, net | 270,461 | 200,574 | |||||||||
Short-term deposits | 7,001 | 84,748 | |||||||||
Short-term restricted cash | — | 24,547 | |||||||||
Prepaid expenses and other current assets | 56,431 | 49,384 | |||||||||
Total current assets | 1,078,307 | 1,114,421 | |||||||||
Property, plant, and equipment, net of accumulated depreciation and amortization of $525,470 and $491,186 as of June 30, 2023 and December 31, 2022, respectively | 514,859 | 442,645 | |||||||||
Owned and leased mineral rights, net of accumulated depletion and amortization of $89,403 and $77,333 as of June 30, 2023 and December 31, 2022, respectively | 452,501 | 451,062 | |||||||||
Other acquired intangibles, net of accumulated amortization of $45,429 and $53,719 as of June 30, 2023 and December 31, 2022, respectively | 50,713 | 55,102 | |||||||||
Long-term restricted investments | 75,961 | 105,735 | |||||||||
Long-term restricted cash | 71,299 | 28,941 | |||||||||
Deferred income taxes | 9,422 | 11,378 | |||||||||
Other non-current assets | 104,770 | 103,195 | |||||||||
Total assets | $ | 2,357,832 | $ | 2,312,479 | |||||||
Liabilities and Stockholders’ Equity | |||||||||||
Current liabilities: | |||||||||||
Current portion of long-term debt | $ | 3,486 | $ | 3,078 | |||||||
Trade accounts payable | 106,216 | 106,037 | |||||||||
Acquisition-related obligations – current | 296 | 28,254 | |||||||||
Accrued expenses and other current liabilities | 185,738 | 265,256 | |||||||||
Total current liabilities | 295,736 | 402,625 | |||||||||
Long-term debt | 7,761 | 7,897 | |||||||||
Workers’ compensation and black lung obligations | 183,003 | 188,247 | |||||||||
Pension obligations | 106,844 | 110,836 | |||||||||
Asset retirement obligations | 146,817 | 142,048 | |||||||||
Deferred income taxes | 33,295 | 10,874 | |||||||||
Other non-current liabilities | 17,642 | 20,197 | |||||||||
Total liabilities | 791,098 | 882,724 | |||||||||
Commitments and Contingencies (Note 15) | |||||||||||
Stockholders’ Equity | |||||||||||
Preferred stock - par value $0.01, 5.0 million shares authorized, none issued | — | — | |||||||||
Common stock - par value $0.01, 50.0 million shares authorized, 21.9 million issued and 13.9 million outstanding at June 30, 2023 and 21.7 million issued and 15.5 million outstanding at December 31, 2022 | 219 | 217 | |||||||||
Additional paid-in capital | 818,221 | 815,442 | |||||||||
Accumulated other comprehensive loss | (15,891) | (12,162) | |||||||||
Treasury stock, at cost: 8.0 million shares at June 30, 2023 and 6.2 million shares at December 31, 2022 | (949,202) | (649,061) |
8
Retained earnings | 1,713,387 | 1,275,319 | |||||||||
Total stockholders’ equity | 1,566,734 | 1,429,755 | |||||||||
Total liabilities and stockholders’ equity | $ | 2,357,832 | $ | 2,312,479 |
Refer to accompanying Notes to Condensed Consolidated Financial Statements.
9
ALPHA METALLURGICAL RESOURCES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(Amounts in thousands)
Six Months Ended June 30, | |||||||||||
2023 | 2022 | ||||||||||
Operating activities: | |||||||||||
Net income | $ | 452,126 | $ | 975,048 | |||||||
Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
Depreciation, depletion and amortization | 61,649 | 55,765 | |||||||||
Amortization of acquired intangibles, net | 4,389 | 11,495 | |||||||||
Amortization of debt issuance costs and accretion of debt discount | 1,060 | 7,231 | |||||||||
Mark-to-market adjustment for acquisition-related obligations | — | 13,569 | |||||||||
Gain on disposal of assets | (5,578) | (2,172) | |||||||||
Accretion on asset retirement obligations | 12,753 | 11,901 | |||||||||
Employee benefit plans, net | 6,463 | 232 | |||||||||
Deferred income taxes | 25,440 | 12,617 | |||||||||
Stock-based compensation | 6,679 | 2,583 | |||||||||
Equity loss in affiliates | 4,922 | 3,497 | |||||||||
Other, net | (66) | 567 | |||||||||
Changes in operating assets and liabilities | (75,231) | (290,277) | |||||||||
Net cash provided by operating activities | 494,606 | 802,056 | |||||||||
Investing activities: | |||||||||||
Capital expenditures | (129,111) | (70,012) | |||||||||
Proceeds from disposal of assets | 6,839 | 2,511 | |||||||||
Cash paid for business acquired | (11,919) | — | |||||||||
Purchases of investment securities | (158,835) | (127,831) | |||||||||
Sales and maturities of investment securities | 236,650 | 60,945 | |||||||||
Capital contributions to equity affiliates | (14,943) | (8,525) | |||||||||
Other, net | 18 | (4,237) | |||||||||
Net cash used in investing activities | (71,301) | (147,149) | |||||||||
Financing activities: | |||||||||||
Principal repayments of long-term debt | (1,050) | (450,362) | |||||||||
Dividend and dividend equivalents paid | (92,649) | — | |||||||||
Common stock repurchases and related expenses | (301,201) | (194,950) | |||||||||
Proceeds from exercise of warrants | 559 | 4,486 | |||||||||
Other, net | (659) | (195) | |||||||||
Net cash used in financing activities | (395,000) | (641,021) | |||||||||
Net increase in cash and cash equivalents and restricted cash | 28,305 | 13,886 | |||||||||
Cash and cash equivalents and restricted cash at beginning of period | 355,394 | 182,614 | |||||||||
Cash and cash equivalents and restricted cash at end of period | $ | 383,699 | $ | 196,500 | |||||||
Supplemental disclosure of noncash investing and financing activities: | |||||||||||
Financing leases and capital financing - equipment | $ | 1,994 | $ | 1,426 | |||||||
Accrued capital expenditures | $ | 13,948 | $ | 10,703 | |||||||
Accrued common stock repurchases | $ | 6,642 | $ | 5,197 | |||||||
Accrued dividend payable | $ | 9,541 | $ | 6,977 |
The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the Condensed Consolidated Balance Sheets that sum to the total of the same such amounts shown in the Condensed Consolidated Statements of Cash Flows.
10
As of June 30, | |||||||||||
2023 | 2022 | ||||||||||
Cash and cash equivalents | $ | 312,400 | $ | 161,732 | |||||||
Short-term restricted cash | — | 9,848 | |||||||||
Long-term restricted cash | 71,299 | 24,920 | |||||||||
Total cash and cash equivalents and restricted cash shown in the Condensed Consolidated Statements of Cash Flows | $ | 383,699 | $ | 196,500 |
Refer to accompanying Notes to Condensed Consolidated Financial Statements.
11
ALPHA METALLURGICAL RESOURCES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Unaudited)
(Amounts in thousands)
Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive (Loss) Income | Treasury Stock at Cost | (Accumulated Deficit) Retained Earnings | Total Stockholders’ Equity | ||||||||||||||||||||||||||||||
Balances, December 31, 2021 | $ | 208 | $ | 784,743 | $ | (58,503) | $ | (107,800) | $ | (71,739) | $ | 546,909 | |||||||||||||||||||||||
Net income | — | — | — | — | 400,891 | 400,891 | |||||||||||||||||||||||||||||
Other comprehensive income, net | — | — | 775 | — | — | 775 | |||||||||||||||||||||||||||||
Stock-based compensation, issuance of common stock for share vesting, and common stock reissuances | 1 | (391) | — | 1,572 | — | 1,182 | |||||||||||||||||||||||||||||
Exercise of stock options | — | 891 | — | — | — | 891 | |||||||||||||||||||||||||||||
Common stock repurchases and related expenses | — | — | — | (23,840) | — | (23,840) | |||||||||||||||||||||||||||||
Warrants exercises | 1 | 3,038 | — | — | — | 3,039 | |||||||||||||||||||||||||||||
Balances, March 31, 2022 | $ | 210 | $ | 788,281 | $ | (57,728) | $ | (130,068) | $ | 329,152 | $ | 929,847 | |||||||||||||||||||||||
Net income | — | — | — | — | 574,157 | 574,157 | |||||||||||||||||||||||||||||
Other comprehensive loss, net | — | — | (3,976) | — | — | (3,976) | |||||||||||||||||||||||||||||
Stock-based compensation, issuance of common stock for share vesting, and common stock reissuances | — | 1,249 | — | 152 | — | 1,401 | |||||||||||||||||||||||||||||
Exercise of stock options | — | 11 | — | — | — | 11 | |||||||||||||||||||||||||||||
Common stock repurchases and related expenses | — | — | — | (192,958) | — | (192,958) | |||||||||||||||||||||||||||||
Warrants exercises | 6 | 18,062 | — | — | — | 18,068 | |||||||||||||||||||||||||||||
Cash dividend and dividend equivalents declared ($0.375 per share) | — | — | — | — | (6,977) | (6,977) | |||||||||||||||||||||||||||||
Balances, June 30, 2022 | $ | 216 | $ | 807,603 | $ | (61,704) | $ | (322,874) | $ | 896,332 | $ | 1,319,573 | |||||||||||||||||||||||
Balances, December 31, 2022 | $ | 217 | $ | 815,442 | $ | (12,162) | $ | (649,061) | $ | 1,275,319 | $ | 1,429,755 | |||||||||||||||||||||||
Net income | — | — | — | — | 270,771 | 270,771 | |||||||||||||||||||||||||||||
Other comprehensive loss, net | — | — | (488) | — | — | (488) | |||||||||||||||||||||||||||||
Stock-based compensation, issuance of common stock for share vesting, and common stock reissuances | 1 | (3,444) | — | 6,477 | — | 3,034 | |||||||||||||||||||||||||||||
Common stock repurchases and related expenses | — | — | — | (148,973) | — | (148,973) | |||||||||||||||||||||||||||||
Warrants exercises | — | 1,301 | — | — | — | 1,301 | |||||||||||||||||||||||||||||
Cash dividend and dividend equivalents declared ($0.44 per share) | — | — | — | — | (6,825) | (6,825) | |||||||||||||||||||||||||||||
Balances, March 31, 2023 | $ | 218 | $ | 813,299 | $ | (12,650) | $ | (791,557) | $ | 1,539,265 | $ | 1,548,575 | |||||||||||||||||||||||
Net income | — | — | — | — | 181,355 | 181,355 | |||||||||||||||||||||||||||||
Other comprehensive loss, net | — | — | (3,241) | — | — | (3,241) | |||||||||||||||||||||||||||||
Stock-based compensation and issuance of common stock for share vesting | 1 | 3,644 | — | — | — | 3,645 | |||||||||||||||||||||||||||||
Common stock repurchases and related expenses | — | — | — | (157,645) | — | (157,645) | |||||||||||||||||||||||||||||
Warrants exercises | — | 1,278 | — | — | — | 1,278 | |||||||||||||||||||||||||||||
Cash dividend and dividend equivalents declared ($0.50 per share) | — | — | — | — | (7,233) | (7,233) | |||||||||||||||||||||||||||||
Balances, June 30, 2023 | $ | 219 | $ | 818,221 | $ | (15,891) | $ | (949,202) | $ | 1,713,387 | $ | 1,566,734 | |||||||||||||||||||||||
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ALPHA METALLURGICAL RESOURCES, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited, amounts in thousands except share and per share data)
(1) Business and Basis of Presentation
Business
Alpha is a Tennessee-based mining company with operations across Virginia and West Virginia. With customers across the globe, high-quality reserves and significant port capacity, Alpha is a leading U.S. supplier of metallurgical coal products for the steel industry.
Basis of Presentation
Together, the condensed consolidated statements of operations, comprehensive income, balance sheets, cash flows and stockholders’ equity for the Company are referred to as the “Condensed Consolidated Financial Statements.” The Condensed Consolidated Financial Statements are also referenced across periods as “Condensed Consolidated Statements of Operations,” “Condensed Consolidated Statements of Comprehensive Income,” “Condensed Consolidated Balance Sheets,” “Condensed Consolidated Statements of Cash Flows,” and “Condensed Consolidated Statements of Stockholders’ Equity.”
The Condensed Consolidated Financial Statements include all wholly-owned subsidiaries’ results of operations for the three and six months ended June 30, 2023 and 2022. All significant intercompany transactions have been eliminated in consolidation.
The accompanying interim Condensed Consolidated Financial Statements are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and in accordance with the rules and regulations of the United States Securities and Exchange Commission (“SEC”) for Form 10-Q. Such rules and regulations allow the omission of certain information and footnote disclosures normally included in the financial statements prepared in accordance with U.S. GAAP as long as the financial statements are not misleading. In the opinion of management, these interim Condensed Consolidated Financial Statements reflect all normal and recurring adjustments necessary for a fair presentation of the results for the periods presented. Results of operations for the three and six months ended June 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or any other period. These interim Condensed Consolidated Financial Statements should be read in conjunction with the Company’s Consolidated Financial Statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.
Reclassifications
Certain immaterial amounts for the three and six months ended June 30, 2022 in the Condensed Consolidated Financials Statements and notes to the Condensed Consolidated Financials Statements have been recast to reclassify discontinued operations and present the related amounts within continuing operations as part of the All Other category.
Recent Accounting Guidance
There are no new pronouncements issued but not yet effective expected to have a material impact on the Company’s financial position, results of operations, or liquidity.
(2) Revenue
Disaggregation of Revenue from Contracts with Customers
The Company earns revenues primarily through the sale of coal produced at Company operations and coal purchased from third parties. The Company extracts, processes and markets met and thermal coal from deep and surface mines for sale to steel and coke producers, industrial customers, and electric utilities.
The Company has disaggregated revenue between met coal and thermal coal and export and domestic revenues which depicts the pricing and contract differences between the two. Export revenue generally is derived by spot or short-term contracts with pricing determined at the time of shipment or based on a market index, whereas domestic revenue is characterized by contracts that typically have a term of one year or longer and typically the pricing is fixed. The following tables disaggregate
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ALPHA METALLURGICAL RESOURCES, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited, amounts in thousands except share and per share data)
the Company’s coal revenues by product category and by market to depict how the nature, amount, timing, and uncertainty of the Company’s coal revenues and cash flows are affected by economic factors:
Three Months Ended June 30, 2023 | |||||||||||||||||
Met Coal | Thermal Coal | Total | |||||||||||||||
Export coal revenues | $ | 580,328 | $ | 36,244 | $ | 616,572 | |||||||||||
Domestic coal revenues | 225,658 | 11,577 | 237,235 | ||||||||||||||
Total coal revenues | $ | 805,986 | $ | 47,821 | $ | 853,807 |
Three Months Ended June 30, 2022 | |||||||||||||||||
Met Coal | Thermal Coal | Total | |||||||||||||||
Export coal revenues | $ | 1,135,757 | $ | 10,246 | $ | 1,146,003 | |||||||||||
Domestic coal revenues | 162,483 | 25,772 | 188,255 | ||||||||||||||
Total coal revenues | $ | 1,298,240 | $ | 36,018 | $ | 1,334,258 |
Six Months Ended June 30, 2023 | |||||||||||||||||
Met Coal | Thermal Coal | Total | |||||||||||||||
Export coal revenues | $ | 1,228,260 | $ | 66,443 | $ | 1,294,703 | |||||||||||
Domestic coal revenues | 435,705 | 30,097 | 465,802 | ||||||||||||||
Total coal revenues | $ | 1,663,965 | $ | 96,540 | $ | 1,760,505 |
Six Months Ended June 30, 2022 | |||||||||||||||||
Met Coal | Thermal Coal | Total | |||||||||||||||
Export coal revenues | $ | 2,023,763 | $ | 16,765 | $ | 2,040,528 | |||||||||||
Domestic coal revenues | 322,470 | 40,998 | 363,468 | ||||||||||||||
Total coal revenues | $ | 2,346,233 | $ | 57,763 | $ | 2,403,996 |
Performance Obligations
The following table includes estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied as of June 30, 2023:
Remainder of 2023 | 2024 | 2025 | 2026 | 2027 | Total | ||||||||||||||||||||||||||||||
Estimated coal revenues | $ | 86,842 | $ | 37,250 | $ | — | $ | — | $ | — | $ | 124,092 |
(3) Accumulated Other Comprehensive Loss
The following tables summarize the changes to accumulated other comprehensive loss during the six months ended June 30, 2023 and 2022:
Balance January 1, 2023 | Other comprehensive loss before reclassifications | Amounts reclassified from accumulated other comprehensive loss | Balance June 30, 2023 | ||||||||||||||||||||
Employee benefit costs | $ | (12,162) | $ | (2,825) | $ | (904) | $ | (15,891) |
14
ALPHA METALLURGICAL RESOURCES, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited, amounts in thousands except share and per share data)
Balance January 1, 2022 | Other comprehensive loss before reclassifications | Amounts reclassified from accumulated other comprehensive loss | Balance June 30, 2022 | ||||||||||||||||||||
Employee benefit costs | $ | (58,503) | $ | (4,837) | $ | 1,636 | $ | (61,704) |
The following table summarizes the amounts reclassified from accumulated other comprehensive loss and the Condensed Consolidated Statements of Operations line items affected by the reclassification during the three and six months ended June 30, 2023 and 2022:
Details about accumulated other comprehensive loss components | Amounts reclassified from accumulated other comprehensive loss | Affected line item in the Condensed Consolidated Statements of Operations | ||||||||||||||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||
2023 | 2022 | 2023 | 2022 | |||||||||||||||||||||||
Employee benefit costs: | ||||||||||||||||||||||||||
Amortization of net actuarial (gain) loss (1) | $ | (535) | $ | 871 | $ | (1,162) | $ | 1,655 | Miscellaneous (expense) income, net | |||||||||||||||||
Settlement (1) | — | (10) | — | (19) | Miscellaneous (expense) income, net | |||||||||||||||||||||
Total before income tax | $ | (535) | $ | 861 | $ | (1,162) | $ | 1,636 | ||||||||||||||||||
Income tax | 119 | — | 258 | — | Income tax expense | |||||||||||||||||||||
Total, net of income tax | $ | (416) | $ | 861 | $ | (904) | $ | 1,636 |
(1) These accumulated other comprehensive loss components are included in the computation of net periodic benefit costs for certain employee benefit plans. Refer to Note 13.
(4) Net Income Per Share
The number of shares used to calculate basic net income per common share is based on the weighted average number of the Company’s outstanding common shares during the respective period. The number of shares used to calculate diluted net income per common share is based on the number of common shares used to calculate basic net income per common share plus the dilutive effect of stock options and other stock-based instruments held by the Company’s employees and directors during the period, and the Company’s outstanding warrants. The dilutive effect of outstanding stock-based instruments is determined by application of the treasury stock method. The stock options and warrants become dilutive for diluted net income per common share calculations when the market price of the Company’s common stock exceeds the exercise price. Anti-dilution also occurs in periods of a net loss, and the dilutive impact of all warrants and share-based compensation awards are excluded.
For the three and six months ended June 30, 2023, 7,441 and 3,721 stock-based instruments, respectively, were excluded from the computation of dilutive net income per common share because they would have been anti-dilutive. For the three and six months ended June 30, 2022, no warrants, stock options, or other stock-based instruments were excluded from the computation of dilutive net income per common share because they would have been anti-dilutive. When applying the treasury stock method, anti-dilution generally occurs when the exercise prices or unrecognized compensation cost per share are higher than the Company’s average stock price during an applicable period.
The following table presents the net income per common share for the three and six months ended June 30, 2023 and 2022:
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ALPHA METALLURGICAL RESOURCES, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited, amounts in thousands except share and per share data)
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||
Basic | |||||||||||||||||||||||
Net income | $ | 181,355 | $ | 574,157 | $ | 452,126 | $ | 975,048 | |||||||||||||||
Weighted average common shares outstanding - basic | 14,362,072 | 18,380,114 | 14,814,099 | 18,476,534 | |||||||||||||||||||
Net income per common share - basic | $ | 12.63 | $ | 31.24 | $ | 30.52 | $ | 52.77 | |||||||||||||||
Diluted | |||||||||||||||||||||||
Weighted average common shares outstanding - basic | 14,362,072 | 18,380,114 | 14,814,099 | 18,476,534 | |||||||||||||||||||
Dilutive effect of warrants | 135,436 | 323,087 | 146,870 | 383,180 | |||||||||||||||||||
Dilutive effect of stock options | 1,933 | 5,544 | 1,966 | 6,331 | |||||||||||||||||||
Dilutive effect of other stock-based instruments | 411,192 | 450,103 | 448,059 | 483,164 | |||||||||||||||||||
Weighted average common shares outstanding - diluted | 14,910,633 | 19,158,848 | 15,410,994 | 19,349,209 | |||||||||||||||||||
Net income per common share - diluted | $ | 12.16 | $ | 29.97 | $ | 29.34 | $ | 50.39 |
(5) Inventories, net
Inventories, net consisted of the following:
June 30, 2023 | December 31, 2022 | ||||||||||
Raw coal | $ | 48,289 | $ | 57,382 | |||||||
Saleable coal | 155,788 | 91,474 | |||||||||
Materials, supplies and other, net | 66,384 | 51,718 | |||||||||
Total inventories, net | $ | 270,461 | $ | 200,574 |
(6) Capital Stock
Share Repurchase Program
On February 21, 2023, the Company’s Board of Directors (the “Board”) approved a $200,000 increase to the existing common share repurchase program that the Board adopted on March 4, 2022, bringing the total authorization to repurchase the Company’s stock to $1,200,000. As of June 30, 2023, the Company had repurchased an aggregate of 5,431,356 shares under the plan for an aggregate purchase price of approximately $809,320 (comprised of $809,157 of share repurchases and $163 of related fees). The Company has also accrued a stock repurchase excise tax of $2,627 related to the share repurchase program as of June 30, 2023, which is recorded in treasury stock at cost.
16
ALPHA METALLURGICAL RESOURCES, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited, amounts in thousands except share and per share data)
Dividend Program
Pursuant to the dividend policy adopted by the Board on May 3, 2022, the Board declared the following quarterly cash dividends on the Company’s common stock during the six months ended June 30, 2023:
Dividend per share | Dividend Paid (1) | Declaration Date | Holders of Record Date | Payable Date | ||||||||||||||||||||||
$ | 0.44 | $ | 6,602 | February 21, 2023 | March 15, 2023 | April 3, 2023 | ||||||||||||||||||||
$ | 0.50 | $ | 7,001 | May 3, 2023 | June 15, 2023 | July 5, 2023 |
(1) Excludes dividend equivalents paid or accrued of $455 as of June 30, 2023. As of June 30, 2023, a related $7,001 balance was held on deposit to facilitate the dividend payment on July 5, 2023.
Refer to Note 17 for subsequent event disclosures related to the Company’s dividend program.
Warrants
On July 26, 2016, the Company issued 810,811 warrants, which are classified as equity instruments. Pursuant to the underlying warrants agreement, the warrants were exercisable for cash or on a cashless basis at any time until 5:00 p.m. Eastern Time on July 26, 2023, and no fractional shares were to be issued upon warrant exercises. Pursuant to the underlying warrants agreement, the exercise price was adjusted from $45.086 per share to $44.972 per share as of the March 15, 2023 dividend record date and to $44.820 per share as of the June 15, 2023 dividend record date, while the warrant share number remained unchanged at 1.20.
As of June 30, 2023, 130,445 warrants remained outstanding, with a total of 156,534 shares underlying the un-exercised warrants. For the three and six months ended June 30, 2023, the Company issued 35,068 and 72,472 shares of common stock, respectively, resulting from exercises of its warrants and, pursuant to the terms of the underlying warrants agreement, withheld 6,647 and 15,161 of the issued shares, respectively, in satisfaction of the warrant exercise price and in lieu of fractional shares, which were subsequently reclassified as treasury stock in the amount of $716 and $1,791, respectively.
As of June 30, 2022, 263,718 warrants were outstanding, with a total of 303,276 shares underlying the un-exercised warrants. For the three and six months ended June 30, 2022, the Company issued 553,296 and 618,157 shares of common stock, respectively, resulting from exercises of its warrants and, pursuant to the terms of the underlying warrants agreement, withheld 168,155 and 168,246 of the issued shares, respectively, in satisfaction of the warrant exercise price and in lieu of fractional shares, which were subsequently reclassified as treasury stock in the amounts of $16,644 and $16,651, respectively.
(7) Accrued Expenses and Other Current Liabilities
Accrued expenses and other current liabilities consisted of the following:
June 30, 2023 | December 31, 2022 | ||||||||||
Wages and benefits | $ | 57,293 | $ | 69,458 | |||||||
Workers’ compensation | 11,651 | 11,651 | |||||||||
Black lung | 9,664 | 9,664 | |||||||||
Taxes other than income taxes | 34,672 | 24,959 | |||||||||
Asset retirement obligations | 36,146 | 36,963 | |||||||||
Dividend payable | 8,742 | 86,118 | |||||||||
Income taxes payable | 5,768 | — | |||||||||
Freight accrual | 10,248 | 7,181 | |||||||||
Other | 11,554 | 19,262 | |||||||||
Total accrued expenses and other current liabilities | $ | 185,738 | $ | 265,256 |
17
ALPHA METALLURGICAL RESOURCES, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited, amounts in thousands except share and per share data)
(8) Long-Term Debt
Long-term debt consisted of the following:
June 30, 2023 | December 31, 2022 | ||||||||||
Notes payable and other | $ | 6,360 | $ | 6,179 | |||||||
Financing leases | 4,887 | 4,796 | |||||||||
Total long-term debt | $ | 11,247 | $ | 10,975 | |||||||
Less current portion | (3,486) | (3,078) | |||||||||
Long-term debt, net of current portion | $ | 7,761 | $ | 7,897 |
Second Amended and Restated Asset-Based Revolving Credit Agreement
The Second Amended and Restated Asset-Based Revolving Credit Agreement (the “ABL Agreement”) includes a senior secured asset-based revolving credit facility (the “ABL Facility”). Under the ABL Facility, the Company may borrow cash or obtain letters of credit, on a revolving basis, in an aggregate amount of up to $155,000, of which no more than $150,000 may represent outstanding letters of credit ($125,000 on a committed basis and another $25,000 on an uncommitted cash collateralized basis) with the facility having a maturity date of December 6, 2024. As of June 30, 2023 and December 31, 2022, there were no outstanding borrowings under the ABL Facility. As of June 30, 2023 and December 31, 2022, the Company had $61,927 and $61,877 letters of credit outstanding under the ABL Facility, respectively.
The ABL Agreement, as amended, and related documents contain negative and affirmative covenants including certain financial covenants. The Company is in compliance with all covenants under these agreements as of June 30, 2023.
(9) Acquisition-Related Obligations
Acquisition-related obligations consisted of the following:
June 30, 2023 | December 31, 2022 | ||||||||||
Contingent Revenue Obligation | $ | — | $ | 27,719 | |||||||
Environmental Settlement Obligation | 296 | 535 | |||||||||
Total acquisition-related obligations - current | $ | 296 | $ | 28,254 | |||||||
Contingent Revenue Obligation
During the first quarter of 2023, the Company paid the final calculated payment pursuant to terms of the Contingent Revenue Obligation. Refer to Note 11 for further disclosures related to the fair value assignment and methods used.
(10) Asset Retirement Obligations
The following table summarizes the changes in asset retirement obligations for the six months ended June 30, 2023:
Total asset retirement obligations at December 31, 2022 | $ | 179,011 | |||
Accretion for the period | 12,753 | ||||
Revisions in estimated cash flows | (31) | ||||
Expenditures for the period | (8,770) | ||||
Total asset retirement obligations at June 30, 2023 | 182,963 | ||||
Less current portion (1) | (36,146) | ||||
Long-term portion | $ | 146,817 |
(1) Included within Accrued expenses and other current liabilities on the Company’s Condensed Consolidated Balance Sheets. Refer to Note 7.
18
ALPHA METALLURGICAL RESOURCES, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited, amounts in thousands except share and per share data)
(11) Fair Value of Financial Instruments and Fair Value Measurements
The estimated fair values of financial instruments are determined based on relevant market information. These estimates involve uncertainty and cannot be determined with precision.
The carrying amounts for cash and cash equivalents, trade accounts receivable, net, prepaid expenses and other current assets, restricted cash, deposits, trade accounts payable, accrued expenses and other current liabilities, and environmental settlement obligations approximate fair value as of June 30, 2023 and December 31, 2022 due to the short maturity of these instruments.
The following tables set forth by level, within the fair value hierarchy, the Company’s financial and non-financial assets and liabilities that were accounted for at fair value on a recurring basis as of June 30, 2023 and December 31, 2022. Financial and non-financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the determination of fair value for assets and liabilities and their placement within the fair value hierarchy levels.
June 30, 2023 | |||||||||||||||||||||||
Total Fair Value | Quoted Prices in Active Markets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | ||||||||||||||||||||
Trading securities (1) | $ | 75,961 | $ | — | $ | 75,961 | $ | — |
(1) Classified as Long-term restricted investments on the Company’s Condensed Consolidated Balance Sheets.
December 31, 2022 | |||||||||||||||||||||||
Total Fair Value | Quoted Prices in Active Markets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | ||||||||||||||||||||
Contingent Revenue Obligation | $ | 27,719 | $ | — | $ | — | $ | 27,719 | |||||||||||||||
Trading securities (1) | $ | 151,787 | $ | — | $ | 151,787 | $ | — |
(1) Includes $46,052 classified as Short-term investments and $105,735 classified as Long-term restricted investments on the Company’s Condensed Consolidated Balance Sheets.
The following tables are reconciliations of the financial and non-financial assets and liabilities that were accounted for at fair value on a recurring basis and that were categorized within Level 3 of the fair value hierarchy:
December 31, 2022 | Payments | Loss (Gain) Recognized in Earnings | Transfer In (Out) of Level 3 Fair Value Hierarchy | June 30, 2023 | |||||||||||||||||||||||||
Contingent Revenue Obligation | $ | 27,719 | $ | (27,719) | $ | — | $ | — | $ | — |
December 31, 2021 | Payments | Loss (Gain) Recognized in Earnings (1) | Transfer In (Out) of Level 3 Fair Value Hierarchy | June 30, 2022 | |||||||||||||||||||||||||
Contingent Revenue Obligation | $ | 35,005 | $ | (16,166) | $ | 13,569 | $ | — | $ | 32,408 |
(1) The loss recognized in earnings resulted primarily from an increase in forecasted future revenue as of June 30, 2022.
The following methods and assumptions were used to estimate the fair values of the assets and liabilities in the tables above:
19
ALPHA METALLURGICAL RESOURCES, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited, amounts in thousands except share and per share data)
Level 2 Fair Value Measurements
Trading Securities - Typically includes certificates of deposit, corporate fixed income, and U.S. government securities. The fair values are obtained from a third-party pricing service provider. The fair values provided by the pricing service provider are based on observable market inputs including credit spreads and broker-dealer quotes, among other inputs. The Company classifies the prices obtained from the pricing services within Level 2 of the fair value hierarchy because the underlying inputs are directly observable from active markets. However, the pricing models used entail a certain amount of subjectivity and therefore differing judgments in how the underlying inputs are modeled could result in different estimates of fair value.
Level 3 Fair Value Measurements
Contingent Revenue Obligation - The fair value of the Contingent Revenue Obligation was estimated using a Black-Scholes pricing model. The inputs included in the Black-Scholes pricing model are the Company’s forecasted future revenue, the stated royalty rate, the remaining periods in the obligation, annual risk-free interest rate based on the U.S. Constant Maturity Treasury Curve and annualized volatility. The annualized volatility was calculated by observing volatilities for comparable companies with adjustments for the Company's size and leverage. As the royalty period ended on December 31, 2022, the fair value of the remaining obligation as of that date represents the actual final calculated payment made during the first quarter of 2023. Refer to Note 9 for additional information.
(12) Income Taxes
For the six months ended June 30, 2023, the Company recorded income tax expense of $76,009 on income before income taxes of $528,135. The income tax expense differs from the expected statutory amount primarily due to the permanent impact of percentage depletion and foreign-derived intangible income deductions, partially offset by the impact of state income taxes, net of federal impact. For the six months ended June 30, 2022, the Company recorded income tax expense of $108,223 on income before income taxes of $1,083,271. The income tax expense differs from the expected statutory amount primarily due to the decrease in the valuation allowance and the permanent impact of percentage depletion and foreign-derived intangible income deductions, partially offset by the impact of state income taxes, net of federal impact.
(13) Employee Benefit Plans
The components of net periodic benefit cost (credit) other than the service cost component for black lung are included in the line item miscellaneous income, net in the Condensed Consolidated Statements of Operations.
Pension
The following table details the components of the net periodic benefit cost (credit) for pension obligations:
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||
Interest cost | $ | 6,028 | $ | 4,006 | $ | 11,986 | $ | 7,990 | |||||||||||||||
Expected return on plan assets | (5,514) | (7,181) | (10,998) | (14,366) | |||||||||||||||||||
Amortization of net actuarial loss | 228 | 571 | 365 | 1,055 | |||||||||||||||||||
Net periodic benefit cost (credit) | $ | 742 | $ | (2,604) | $ | 1,353 | $ | (5,321) |
During the three months ended June 30, 2023, an annual census data actuarial revaluation of pension obligations was performed, which resulted in an increase in the liability for pension obligations of approximately $3,630 with the offset to accumulated other comprehensive loss and a slight increase in net periodic benefit cost to be recognized subsequent to the revaluation date. An annual census data actuarial revaluation of pension obligations was also performed during the three months ended June 30, 2022, which resulted in an increase in the liability for pension obligations of approximately $4,837 with the offset to accumulated other comprehensive loss and a slight decrease in net periodic benefit credit to be recognized subsequent to the revaluation date.
Black Lung
The following table details the components of the net periodic benefit cost for black lung obligations:
20
ALPHA METALLURGICAL RESOURCES, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited, amounts in thousands except share and per share data)
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||
Service cost | $ | 513 | $ | 660 | $ | 1,026 | $ | 1,321 | |||||||||||||||
Interest cost | 1,165 | 680 | 2,330 | 1,360 | |||||||||||||||||||
Expected return on plan assets | (13) | (13) | (26) | (26) | |||||||||||||||||||
Amortization of net actuarial (gain) loss | (708) | 315 | (1,416) | 629 | |||||||||||||||||||
Net periodic benefit cost | $ | 957 | $ | 1,642 | $ | 1,914 | $ | 3,284 |
Self-insured Medical Plan
The Company is self-insured for health benefit coverage for all of its active employees. Estimated liabilities for health and medical claims are recorded based on the Company’s historical experience and include a component for incurred but not paid claims. During the three months ended June 30, 2023 and 2022 the Company incurred total expenses of $21,104 and $16,696, respectively, and during the six months ended June 30, 2023 and 2022, the Company incurred total expenses of $39,826 and $31,010, respectively, which primarily include claims processed and an estimate for claims incurred but not paid.
(14) Related Party Transactions
There were no material related party transactions for the six months ended June 30, 2023 or 2022.
(15) Commitments and Contingencies
(a) General
Estimated losses from loss contingencies are accrued by a charge to income when information available indicates that it is probable that an asset has been impaired or a liability has been incurred and the amount of the loss can be reasonably estimated.
If a loss contingency is not probable or reasonably estimable, disclosure of the loss contingency is made in the Condensed Consolidated Financial Statements when it is at least reasonably possible that a loss may be incurred and that the loss could be material.
(b) Commitments and Contingencies
Commitments
The Company leases coal mining and other equipment under long-term financing and operating leases with varying terms. In addition, the Company leases mineral interests and surface rights from landowners under various terms and royalty rates.
Coal royalty expense was $45,523 and $72,627 for the three months ended June 30, 2023 and 2022, respectively. Coal royalty expense was $97,024 and $129,970 for the six months ended June 30, 2023 and 2022, respectively.
Contingencies
Extensive regulation of the impacts of mining on the environment and of maintaining workplace safety has had, and is expected to continue to have, a significant effect on the Company’s costs of production and results of operations. Further regulations, legislation or litigation in these areas may also cause the Company’s sales or profitability to decline by increasing costs or by hindering the Company’s ability to continue mining at existing operations or to permit new operations.
During the normal course of business, contract-related matters arise between the Company and its customers. When a loss related to such matters is considered probable and can reasonably be estimated, the Company records a liability.
For the three months ended June 30, 2023 and 2022, the Company purchased and sold 206 and 258 tons, respectively, totaling $7,829 and $9,936, respectively, under the Cumberland Back-to-Back Coal Supply Agreements. For the six months
21
ALPHA METALLURGICAL RESOURCES, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited, amounts in thousands except share and per share data)
ended June 30, 2023 and 2022, the Company purchased and sold 399 and 677 tons, respectively, totaling $15,170 and $26,121, respectively, under the Cumberland Back-to-Back Coal Supply Agreements. As of June 30, 2023, the Cumberland Back-to-Back Coal Supply Agreements have been fully performed.
(c) Guarantees and Financial Instruments with Off-Balance Sheet Risk
In the normal course of business, the Company is a party to certain guarantees and financial instruments with off-balance sheet risk, such as bank letters of credit, performance or surety bonds, and other guarantees and indemnities related to the obligations of affiliated entities which are not reflected in the Company’s Condensed Consolidated Balance Sheets. However, the underlying liabilities that they secure, such as asset retirement obligations, workers’ compensation liabilities, and royalty obligations, are reflected in the Company’s Condensed Consolidated Balance Sheets.
The Company is required to provide financial assurance in order to perform the post-mining reclamation required by its mining permits, pay workers’ compensation claims under workers’ compensation laws in various states, pay federal black lung benefits, and perform certain other obligations. In order to provide the required financial assurance, the Company generally uses surety bonds for post-mining reclamation and workers’ compensation obligations. The Company can also use bank letters of credit to collateralize certain obligations.
As of June 30, 2023, the Company had $61,927 letters of credit outstanding under the ABL Agreement.
As of June 30, 2023, the Company had outstanding surety bonds with a total face amount of $164,997 to secure various obligations and commitments. To secure the Company’s reclamation-related obligations, the Company has $35,416 of collateral in the form of restricted cash and restricted investments supporting these obligations as of June 30, 2023.
The Company meets frequently with its surety providers and has discussions with certain providers regarding the extent of and the terms of their participation in the program. These discussions may cause the Company to shift surety bonds between providers or to alter the terms of their participation in our program. To the extent that surety bonds become unavailable or the Company’s surety bond providers require additional collateral, the Company would seek to secure its obligations with letters of credit, cash deposits or other suitable forms of collateral. The Company’s failure to maintain, or inability to acquire, surety bonds or to provide a suitable alternative would have a material adverse effect on its liquidity. These failures could result from a variety of factors, including the lack of availability, higher cost or unfavorable market terms of new surety bonds, and the exercise by third-party surety bond issuers of their right to refuse to renew the surety.
Amounts included in restricted cash provide collateral to secure the following obligations:
June 30, 2023 | December 31, 2022 | ||||||||||
Workers’ compensation and black lung obligations | $ | 60,419 | $ | 15,334 | |||||||
Reclamation-related obligations | 603 | 3,220 | |||||||||
Financial payments and other performance obligations | 10,277 | 10,387 | |||||||||
Contingent Revenue Obligation escrow | — | 24,547 | |||||||||
Total restricted cash | 71,299 | 53,488 | |||||||||
Less current portion | — | (24,547) | |||||||||
Restricted cash, net of current portion | $ | 71,299 | $ | 28,941 |
Amounts included in restricted investments provide collateral to secure the following obligations:
June 30, 2023 | December 31, 2022 | ||||||||||
Workers’ compensation and black lung obligations | $ | 38,741 | $ | 72,136 | |||||||
Reclamation-related obligations | 34,813 | 31,718 | |||||||||
Financial payments and other performance obligations | 2,407 | 1,881 | |||||||||
Total restricted investments (1) | $ | 75,961 | $ | 105,735 |
(1) Classified as long-term trading securities as of June 30, 2023 and December 31, 2022.
Amounts included in deposits provide collateral to secure the following obligations:
22
ALPHA METALLURGICAL RESOURCES, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited, amounts in thousands except share and per share data)
June 30, 2023 | December 31, 2022 | ||||||||||
Reclamation-related obligations | $ | — | $ | 102 | |||||||
Financial payments and other performance obligations | — | 391 | |||||||||
Other operating agreements (1) | 7,871 | 85,618 | |||||||||
Total deposits | 7,871 | 86,111 | |||||||||
Less current portion | (7,001) | (84,748) | |||||||||
Total deposits, net of current portion (2) | $ | 870 | $ | 1,363 |
(1) Included $7,001 and $84,748 related to the Company’s dividend payable as of June 30, 2023 and December 31, 2022, respectively. Refer to Note 6 for additional information.
(2) Included within Other non-current assets on the Company’s Condensed Consolidated Balance Sheets.
DCMWC Reauthorization Process
In July 2019, the U.S. Department of Labor (Division of Coal Mine Workers’ Compensation or “DCMWC”) began implementing a new authorization process for all self-insured coal mine operators. As requested by the DCMWC, the Company filed an application and supporting documentation for reauthorization to self-insure certain of its black lung obligations in October 2019. As a result of this application, the DCMWC notified the Company in a letter dated February 21, 2020 that the Company was reauthorized to self-insure certain of its black lung obligations for a period of one-year from February 21, 2020. The DCMWC reauthorization is contingent, however, upon the Company’s providing collateral of $65,700 to secure certain of its black lung obligations. This proposed collateral requirement is an increase from the approximate $2,600 in collateral that the Company currently provides to secure these self-insured black lung obligations. The reauthorization process provided the Company with the right to appeal the security determination in writing within 30 days of the date of the notification, which appeal period the DCMWC agreed to extend to May 22, 2020. The Company exercised this right of appeal in connection with the substantial increase in the amount of required collateral. In February 2021, the U.S. Department of Labor (“DOL”) withdrew its Federal Register notice seeking comments on its bulletin describing its new method of calculating collateral requirements. The Department removed the bulletin from its website in May 2021. On February 10, 2022, a telephone conference was held with DCMWC and DOL decision makers wherein the Company presented facts and arguments in support of its appeal. No ruling has been made on the appeal, but during the call the Company indicated that it would be willing to allocate an additional $10,000 in collateral. If the Company’s appeal is unsuccessful, the Company may be required to provide additional letters of credit to receive the self-insurance reauthorization from the DCMWC or alternatively insure these black lung obligations through a third-party provider that would likely also require the Company to provide additional collateral. In January 2023, the DOL proposed for public comment new regulations which, if adopted, would substantially increase the collateral required to secure self-insured federal black lung obligations. Under the proposed 120% minimum collateral requirement, the Company estimates it could be required to provide approximately $80,000 to $100,000 of collateral to secure certain of its black lung obligations. The DOL has indicated that it expects that some form of these new regulations could go into effect in the fourth quarter of 2023. A significant increase in these collateral obligations would have a materially adverse effect on the Company’s liquidity.
(d) Legal Proceedings
The Company is party to legal proceedings from time to time. These proceedings, as well as governmental examinations, could involve various business units and a variety of claims including, but not limited to, contract disputes, personal injury claims, property damage claims (including those resulting from blasting, trucking and flooding), environmental and safety issues, securities-related matters and employment matters. While some legal matters may specify the damages claimed by the plaintiffs, many seek an unquantified amount of damages. Even when the amount of damages claimed against the Company or its subsidiaries is stated, (i) the claimed amount may be exaggerated or unsupported; (ii) the claim may be based on a novel legal theory or involve a large number of parties; (iii) there may be uncertainty as to the likelihood of a class being certified or the ultimate size of the class; (iv) there may be uncertainty as to the outcome of pending appeals or motions; and/or (v) there may be significant factual issues to be resolved. As a result, if such legal matters arise in the future, the Company may be unable to estimate a range of possible loss for matters that have not yet progressed sufficiently through discovery and the development of important factual information and legal issues. The Company records accruals based on an estimate of the ultimate outcome of these matters, but these estimates can be difficult to determine and involve significant judgment.
23
ALPHA METALLURGICAL RESOURCES, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited, amounts in thousands except share and per share data)
(16) Segment Information
The Company extracts, processes and markets met and thermal coal from deep and surface mines for sale to steel and coke producers, industrial customers, and electric utilities. The Company conducts mining operations only in the United States with mines in Central Appalachia (“CAPP”). The Company has one reportable segment: Met, which consists of five active mines and two preparation plants in Virginia, sixteen active mines and five preparation plants in West Virginia, as well as expenses associated with certain idled/closed mines.
In addition to the one reportable segment, the All Other category includes general corporate overhead and corporate assets and liabilities, the former CAPP - Thermal operations consisting of one active mine and one preparation plant in West Virginia, and the elimination of certain intercompany activity, as well as expenses associated with certain idled/closed mines. Certain immaterial amounts as of and for the three and six months ended June 30, 2022 in the Condensed Consolidated Financials Statements and notes to the Condensed Consolidated Financials Statements have been recast to reclassify discontinued operations and present the related amounts within continuing operations as part of the All Other category.
Reportable segment operating results are regularly reviewed by the Chief Operating Decision Maker (the “CODM”), who is the Chief Executive Officer of the Company.
Segment operating results and capital expenditures for the three and six months ended June 30, 2023 and 2022 were as follows:
Three Months Ended June 30, 2023 | |||||||||||||||||
Met | All Other | Consolidated | |||||||||||||||
Total revenues | $ | 837,800 | $ | 20,571 | $ | 858,371 | |||||||||||
Depreciation, depletion, and amortization | $ | 31,649 | $ | 577 | $ | 32,226 | |||||||||||
Amortization of acquired intangibles, net | $ | 2,192 | $ | — | $ | 2,192 | |||||||||||
Adjusted EBITDA | $ | 269,095 | $ | (10,601) | $ | 258,494 | |||||||||||
Capital expenditures | $ | 51,962 | $ | 2,901 | $ | 54,863 |
Three Months Ended June 30, 2022 | |||||||||||||||||
Met | All Other | Consolidated | |||||||||||||||
Total revenues | $ | 1,319,941 | $ | 16,471 | $ | 1,336,412 | |||||||||||
Depreciation, depletion, and amortization | $ | 27,203 | $ | 527 | $ | 27,730 | |||||||||||
Amortization of acquired intangibles, net | $ | 4,795 | $ | 952 | $ | 5,747 | |||||||||||
Adjusted EBITDA | $ | 706,232 | $ | (13,362) | $ | 692,870 | |||||||||||
Capital expenditures | $ | 40,059 | $ | 1,807 | $ | 41,866 |
Six Months Ended June 30, 2023 | |||||||||||||||||
Met | All Other | Consolidated | |||||||||||||||
Total revenues | $ | 1,727,738 | $ | 41,868 | $ | 1,769,606 | |||||||||||
Depreciation, depletion, and amortization | $ | 60,528 | $ | 1,121 | $ | 61,649 | |||||||||||
Amortization of acquired intangibles, net | $ | 4,389 | $ | — | $ | 4,389 | |||||||||||
Adjusted EBITDA | $ | 631,103 | $ | (18,194) | $ | 612,909 | |||||||||||
Capital expenditures | $ | 123,576 | $ | 5,535 | $ | 129,111 |
24
ALPHA METALLURGICAL RESOURCES, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited, amounts in thousands except share and per share data)
Six Months Ended June 30, 2022 | |||||||||||||||||
Met | All Other | Consolidated | |||||||||||||||
Total revenues | $ | 2,375,630 | $ | 32,746 | $ | 2,408,376 | |||||||||||
Depreciation, depletion, and amortization | $ | 54,263 | $ | 1,502 | $ | 55,765 | |||||||||||
Amortization of acquired intangibles, net | $ | 9,591 | $ | 1,904 | $ | 11,495 | |||||||||||
Adjusted EBITDA | $ | 1,219,533 | $ | (23,002) | $ | 1,196,531 | |||||||||||
Capital expenditures | $ | 67,356 | $ | 2,656 | $ | 70,012 |
The following tables present a reconciliation of net income (loss) to Adjusted EBITDA for the three and six months ended June 30, 2023 and 2022:
Three Months Ended June 30, 2023 | |||||||||||||||||
Met | All Other | Consolidated | |||||||||||||||
Net income (loss) | $ | 231,394 | $ | (50,039) | $ | 181,355 | |||||||||||
Interest expense | 198 | 1,658 | 1,856 | ||||||||||||||
Interest income | (86) | (2,668) | (2,754) | ||||||||||||||
Income tax expense | — | 33,598 | 33,598 | ||||||||||||||
Depreciation, depletion and amortization | 31,649 | 577 | 32,226 | ||||||||||||||
Non-cash stock compensation expense | 27 | 3,618 | 3,645 | ||||||||||||||
Accretion on asset retirement obligations | 3,721 | 2,655 | 6,376 | ||||||||||||||
Amortization of acquired intangibles, net | 2,192 | — | 2,192 | ||||||||||||||
Adjusted EBITDA | $ | 269,095 | $ | (10,601) | $ | 258,494 |
Three Months Ended June 30, 2022 | |||||||||||||||||
Met | All Other | Consolidated | |||||||||||||||
Net income (loss) | $ | 670,801 | $ | (96,644) | $ | 574,157 | |||||||||||
Interest expense | 43 | 5,175 | 5,218 | ||||||||||||||
Interest income | — | (170) | (170) | ||||||||||||||
Income tax expense | — | 68,632 | 68,632 | ||||||||||||||
Depreciation, depletion and amortization | 27,203 | 527 | 27,730 | ||||||||||||||
Non-cash stock compensation expense | — | 1,401 | 1,401 | ||||||||||||||
Mark-to-market adjustment - acquisition-related obligations | — | 4,208 | 4,208 | ||||||||||||||
Accretion on asset retirement obligations | 3,390 | 2,557 | 5,947 | ||||||||||||||
Amortization of acquired intangibles, net | 4,795 | 952 | 5,747 | ||||||||||||||
Adjusted EBITDA | $ | 706,232 | $ | (13,362) | $ | 692,870 |
25
ALPHA METALLURGICAL RESOURCES, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited, amounts in thousands except share and per share data)
Six Months Ended June 30, 2023 | |||||||||||||||||
Met | All Other | Consolidated | |||||||||||||||
Net income (loss) | $ | 558,608 | $ | (106,482) | $ | 452,126 | |||||||||||
Interest expense | 363 | 3,213 | 3,576 | ||||||||||||||
Interest income | (274) | (3,998) | (4,272) | ||||||||||||||
Income tax expense | — | 76,009 | 76,009 | ||||||||||||||
Depreciation, depletion and amortization | 60,528 | 1,121 | 61,649 | ||||||||||||||
Non-cash stock compensation expense | 46 | 6,633 | 6,679 | ||||||||||||||
Accretion on asset retirement obligations | 7,443 | 5,310 | 12,753 | ||||||||||||||
Amortization of acquired intangibles, net | 4,389 | — | 4,389 | ||||||||||||||
Adjusted EBITDA | $ | 631,103 | $ | (18,194) | $ | 612,909 |
Six Months Ended June 30, 2022 | |||||||||||||||||
Met | All Other | Consolidated | |||||||||||||||
Net income (loss) | $ | 1,148,968 | $ | (173,920) | $ | 975,048 | |||||||||||
Interest expense | 92 | 18,209 | 18,301 | ||||||||||||||
Interest income | (172) | (182) | (354) | ||||||||||||||
Income tax expense | — | 108,223 | 108,223 | ||||||||||||||
Depreciation, depletion and amortization | 54,263 | 1,502 | 55,765 | ||||||||||||||
Non-cash stock compensation expense | 3 | 2,580 | 2,583 | ||||||||||||||
Mark-to-market adjustment - acquisition-related obligations | — | 13,569 | 13,569 | ||||||||||||||
Accretion on asset retirement obligations | 6,788 | 5,113 | 11,901 | ||||||||||||||
Amortization of acquired intangibles, net | 9,591 | 1,904 | 11,495 | ||||||||||||||
Adjusted EBITDA | $ | 1,219,533 | $ | (23,002) | $ | 1,196,531 |
No asset information has been disclosed as the CODM does not regularly review asset information by reportable segment.
The Company markets produced, processed and purchased coal to customers in the United States and in international markets. Revenue is tracked within the Company’s accounting records based on the product destination. The following tables present additional information on our revenues and top customers:
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||
Total coal revenues | $ | 853,807 | $ | 1,334,258 | $ | 1,760,505 | $ | 2,403,996 | |||||||||||||||
Total revenues | $ | 858,371 | $ | 1,336,412 | $ | 1,769,606 | $ | 2,408,376 | |||||||||||||||
Export coal revenues | $ | 616,572 | $ | 1,146,003 | $ | 1,294,703 | $ | 2,040,528 | |||||||||||||||
Export coal revenues as % of total coal revenues | 72 | % | 86 | % | 74 | % | 85 | % | |||||||||||||||
Countries with export coal revenue exceeding 10% of total revenues | India, Brazil | India | India, Brazil | India | |||||||||||||||||||
Top customer as % of total revenues | 12 | % | 33 | % | 12 | % | 31 | % | |||||||||||||||
Top 10 customers as % of total revenues | 71 | % | 77 | % | 72 | % | 74 | % | |||||||||||||||
Number of customers exceeding 10% of total revenues | 2 | 1 | 4 | 1 |
As of June 30, | |||||||||||
2023 | 2022 | ||||||||||
Number of customers exceeding 10% of total trade accounts receivable, net | 2 | 2 |
26
ALPHA METALLURGICAL RESOURCES, INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited, amounts in thousands except share and per share data)
(17) Subsequent Events
At 5:00 pm Eastern Time on July 26, 2023 the Company’s Series A Warrants expired pursuant to their terms. Refer to Note 6 for additional information related to the Company’s warrants.
On August 2, 2023, the Board declared a quarterly cash dividend of $0.50 per share which will be payable on October 3, 2023 for stockholders of record as of September 15, 2023. Also on August 2, 2023, the Board determined to end the Company’s fixed dividend program following the quarterly dividend expected to be declared and paid in the fourth quarter of 2023. The Board intends to reallocate funds to the share repurchase program that would have otherwise been used to pay future quarterly dividends. The decision to declare and pay a cash dividend in the fourth quarter of 2023 will be made by the Board and will depend on the Company’s earnings, financial condition and other relevant factors. Refer to Note 6 for information regarding the Company’s dividend program.
27
GLOSSARY
Alpha. Alpha Metallurgical Resources, Inc. (the “Company”) (previously named Contura Energy, Inc.).
Ash. Impurities consisting of iron, alumina and other incombustible matter that are contained in coal. Since ash increases the weight of coal, it adds to the cost of handling and can affect the burning characteristics of coal.
Bituminous coal. Coal used primarily to generate electricity and to make coke for the steel industry with a heat value ranging between 10,500 and 15,500 BTU’s per pound.
British Thermal Unit or BTU. A measure of the thermal energy required to raise the temperature of one pound of pure liquid water one degree Fahrenheit at the temperature at which water has its greatest density (39 degrees Fahrenheit).
Central Appalachia or CAPP. Coal producing area in eastern Kentucky, Virginia, southern West Virginia and a portion of eastern Tennessee.
Coal reserves. The economically mineable part of a measured or indicated coal resource, which includes diluting materials and allowances for losses that may occur when coal is mined or extracted.
Coal resources. Coal deposits in such form, quality, and quantity that there are reasonable prospects for economic extraction.
Coal seam. Coal deposits occur in layers. Each layer is called a “seam.”
Coke. A hard, dry carbon substance produced by heating coal to a very high temperature in the absence of air. Coke is used in the manufacture of iron and steel. Its production results in a number of useful byproducts.
Cumberland Back-to-Back Coal Supply Agreement. Certain agreements with Iron Senergy under which Iron Senergy will sell to the Company all of the coal that the Company is obligated to sell to customers under Cumberland coal supply agreements (“Cumberland CSAs”) which existed as of the transaction closing date but did not transfer to Iron Senergy at closing (each, a “Cumberland Back-to-Back Coal Supply Agreement”). Each Cumberland Back-to-Back Coal Supply Agreement has economic terms identical to, but offsetting, the related Cumberland CSA. If a Cumberland customer subsequently consents to assign a Cumberland CSA to Iron Senergy after closing, the related Cumberland CSA will immediately and automatically transfer to Iron Senergy and the related Cumberland Back-to-Back Coal Supply Agreements executed by the parties shall thereupon terminate as set forth therein.
ESG. Environmental, social and governance sustainability criteria.
Indicated coal resource. That part of a coal resource for which quantity and quality are estimated on the basis of adequate geological evidence and sampling sufficient to establish geological and quality continuity with reasonable certainty.
In situ coal resources. Coal resources stated on an in-seam dry basis (excluding surface and inherent moisture) with no consideration for dilution or losses that may occur when coal is mined or extracted.
Measured coal resource. That part of a coal resource for which quantity and quality are estimated on the basis of conclusive geological evidence and sampling sufficient to test and confirm geological and quality continuity.
Merger. Merger with ANR, Inc. and Alpha Natural Resources Holdings, Inc. completed on November 9, 2018.
Metallurgical coal. The various grades of coal suitable for carbonization to make coke for steel manufacture. Also known as “met” coal, its quality is primarily differentiated based on volatility or its percent of volatile matter. Met coal typically has a particularly high BTU but low ash and sulfur content.
MSHA. The United States Mine Safety and Health Administration, which has responsibility for developing and enforcing safety and health rules for U.S. mines.
Operating Margin. Coal revenues less cost of coal sales.
28
Preparation plant. A preparation plant is a facility for crushing, sizing and washing coal to remove impurities and prepare it for use by a particular customer. The washing process has the added benefit of removing some of the coal’s sulfur content. A preparation plant is usually located on a mine site, although one plant may serve several mines.
Probable mineral reserve. The economically mineable part of an indicated and, in some cases, a measured coal resource.
Productivity. As used in this report, refers to clean metric tons of coal produced per underground man hour worked, as published by the MSHA.
Proven mineral reserve. The economically mineable part of a measured coal resource.
Reclamation. The process of restoring land and the environment to their original state following mining activities. The process commonly includes “recontouring” or reshaping the land to its approximate original appearance, restoring topsoil and planting native grass and ground covers. Reclamation operations are usually underway before the mining of a particular site is completed. Reclamation is closely regulated by both state and federal law.
Roof. The stratum of rock or other mineral above a coal seam; the overhead surface of a coal working place.
Sulfur. One of the elements present in varying quantities in coal that contributes to environmental degradation when coal is burned. Sulfur dioxide is produced as a gaseous by-product of coal combustion.
Surface mine. A mine in which the coal lies near the surface and can be extracted by removing the covering layer of soil.
Thermal coal. Coal used by power plants and industrial steam boilers to produce electricity, steam or both. It generally is lower in BTU heat content and higher in volatile matter than metallurgical coal.
Tons. A “short” or net ton is equal to 2,000 pounds. A “long” or British ton is equal to 2,240 pounds; a “metric” ton (or “tonne”) is approximately 2,205 pounds. Tonnage amounts in this report are stated in short tons, unless otherwise indicated.
Underground mine. Also known as a “deep” mine. Usually located several hundred feet below the earth’s surface, an underground mine’s coal is removed mechanically and transferred by shuttle car and conveyor to the surface.
29
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis provides a narrative of our results of operations and financial condition for the three and six months ended June 30, 2023 and 2022. The following discussion and analysis should be read in conjunction with our Condensed Consolidated Financial Statements and related notes included elsewhere in this Quarterly Report on Form 10-Q and our Consolidated Financial Statements and related notes and risk factors contained in our Annual Report on Form 10-K for the year ended December 31, 2022.
The following discussion includes forward-looking statements about our business, financial condition and results of operations, including discussions about management’s expectations for our business. These statements represent projections, beliefs and expectations based on current circumstances and conditions and in light of recent events and trends, and you should not construe these statements either as assurances of performance or as promises of a given course of action. Instead, various known and unknown factors are likely to cause our actual performance and management’s actions to vary, and the results of these variances may be both material and adverse. See “Cautionary Statement Regarding Forward-Looking Statements” and “Item 1A. Risk Factors.”
Market Overview
Metallurgical coal markets continue to soften as economies across the globe attempt to find stable footing. As the Russian war in Ukraine persists, inflationary impacts remain, and monetary tightening continues in the United States and Europe, economic indicators, like manufacturing production data, indicate that many regions of the world are still contracting instead of expanding. The recovery growth expected following China’s reopening from its zero-COVID policy has instead been muted, and China’s June producer price index continued its multi-month decline, fueling concerns of economic weakness and possible deflation in the world’s second-largest economy and a significant consumer of steel.
In the second quarter, metallurgical coal indices remained volatile, continuing the downward trajectory of recent quarters. Each of the four indices Alpha closely monitors decreased by 20 percent or more over the course of the second quarter, with all but the Australian Premium Low Volatile index continuing to decline following the quarter close. The Australian Premium Low Volatile index decreased from $300.00 per metric ton at the start of the quarter to $233.00 per ton on June 30, 2023. The U.S. East Coast Low Volatile index decreased from $284.00 per metric ton at the beginning of April to $227.00 per metric ton at the end of the quarter. The U.S. East Coast High Volatile A index dropped from $284.00 per metric ton at the start of the second quarter to $216.00 per metric ton at the end of June. During the second quarter, the U.S. East Coast High Volatile B index decreased from $265.00 per metric ton on April 1, 2023 to $206.00 per metric ton on June 30, 2023. Over the course of July, these three U.S. East Coast indices have further softened slightly from their quarter-close levels, with the Low Volatile, High Volatile A and High Volatile B indices measuring $220.00, $210.00, and $197.00 per ton, respectively, as of July 25, 2023. The Australian Premium Low Volatile had increased from its quarter-close level to $237.00 per metric ton on the same date.
The world Purchasing Managers’ Index (“PMI”) declined from 49.6 in May to a six-month low of 48.8 in June 2023. PMI for Europe dropped to 43.4 in June from 44.8 in May, marking its twelfth consecutive month in contractionary territory. The United States PMI fell to 46.3 in June from a May level of 48.4 and suppressed demand in Brazil brought down its PMI to 46.6 in June from 47.1 in May. China’s slowing of growth and month-over-month declines continued, with June’s PMI at 50.5, down from 50.9 in May. India, a key market for Alpha, marked two years of consecutive above-50.0-level PMI with their June PMI of 57.8, which was down slightly from May’s 58.7. India’s continued expansion represents a consistently bright spot of manufacturing growth that stands in contrast to contractionary levels from many other countries around the globe.
As compiled by the World Steel Association (“WSA”), June 2023 global crude steel production of 158.8 million metric tons represented a slight 0.1% decrease from June 2022. While the overall market was down, the two largest steel producing countries, China and India, both had increases in their production levels. China produced 91.1 million metric tons, 0.4% more than its year-ago June production amount, and India produced 11.2 million metric tons, an increase of 12.9%. The Asia and Oceania region, which contains both India and China, saw an increase of 0.8% with production of 119.7 million metric tons. Three other regions had increases over the prior year for the month of June: Africa (11.5%), Middle East (9.4%), and Russia (5.2%). These increases were offset by decreases across the other four regions. The European Union and South America both had double-digit decreases, 11.1% and 12.4%, respectively. The other two regions, which had single-digit percentage declines, were North America with a 0.5% decline and Europe - Other with a 1.8% decline. The United States had an increase of 0.5% to 6.8 million metric tons produced compared to June 2022.
The American Iron and Steel Institute’s capacity utilization rate for U.S. steel mills was 76.6% for the week ending July 22, 2023. This is down in comparison to the year-ago period of the week ended July 22, 2022, when the capacity utilization rate was 78.1%.
30
In the seaborne thermal market, the API2 index declined significantly in the second quarter, moving from $146.55 per metric ton on April 1, 2023 to $122.05 per metric ton as of June 30, 2023.
Business Overview
We are a Tennessee-based mining company with operations across Virginia and West Virginia. With customers across the globe, high-quality reserves and significant port capacity, we are a leading supplier of metallurgical coal products to the steel industry. We operate high-quality, cost-competitive coal mines across the CAPP coal basin. As of June 30, 2023, our operations consisted of twenty-two active mines and eight coal preparation and load-out facilities, with approximately 3,980 employees. We produce, process, and sell met coal and thermal coal. We also sell coal produced by others, some of which is processed and/or blended with coal produced from our mines prior to resale, with the remainder purchased for resale. As of December 31, 2022, we had 336.7 million tons of reserves, which included 322.7 million tons of proven and probable metallurgical reserves and 14.0 million tons of proven and probable thermal reserves. Additionally, we had approximately 527.3 million tons of in situ bituminous coal resources.
For the three months ended June 30, 2023 and 2022, sales of met coal were 3.9 million tons and 3.8 million tons, respectively, and accounted for approximately 90% and 87%, respectively, of our coal sales volume. Sales of thermal coal were 0.4 million tons and 0.5 million tons, respectively, and accounted for approximately 10% and 13%, respectively, of our coal sales volume. For the six months ended June 30, 2023 and 2022, sales of met coal were 7.4 million tons and 7.3 million tons, respectively, and accounted for approximately 90% and 88%, respectively, of our coal sales volume. Sales of thermal coal were 0.8 million tons and 1.0 million tons, respectively, and accounted for approximately 10% and 12%, respectively, of our coal sales volume.
Our sales of met coal were made primarily to steel companies in the northeastern and midwestern regions of the United States and in several countries in Asia, Europe, and the Americas. Our sales of thermal coal were made primarily to large utilities and industrial customers both in the United States and across the world. For the three months ended June 30, 2023 and 2022 approximately 72% and 86%, respectively, of our coal revenues were derived from coal sales made to customers outside the United States. For the six months ended June 30, 2023 and 2022 approximately 74% and 85%, respectively, of our coal revenues were derived from coal sales made to customers outside the United States.
In addition, we generate other revenues from equipment sales, rentals, terminal and processing fees, coal and environmental analysis fees, royalties and the sale of natural gas. We also record freight and handling fulfillment revenue within coal revenues for freight and handling services provided in delivering coal to certain customers, which are a component of the contractual selling price.
As of June 30, 2023, we have one reportable segment: Met. Our Met segment operations consist of high-quality met coal mines, including Deep Mine 41, Road Fork 52, Black Eagle, and Lynn Branch. The coal produced by our Met segment operations is predominantly met coal with some amounts of thermal coal being produced as a byproduct of mining. In addition to the one reportable segment, our All Other category includes general corporate overhead and corporate assets and liabilities, our former CAPP - Thermal operations consisting of one active mine and one preparation plant in West Virginia, and the elimination of certain intercompany activity, as well as expenses associated with certain idled/closed mines. Refer to Note 16 to our Condensed Consolidated Financial Statements for additional disclosures on reportable segments, geographic areas, and export coal revenue information.
As discussed in the “Market Overview” presented above, monetary tightening in the United States and Europe, a muted recovery in China, weak economic conditions across the globe, and the ongoing war between Russia and Ukraine have influenced metallurgical coal markets so far in 2023. As a result, our six months ended June 30, 2023 results of operations were impacted by the continued volatility in coal indices.
Other Business Developments
In January 2023, our subsidiary Maxxim Rebuild Co., LLC (“Maxxim”) completed a series of transactions to acquire a number of coal trucks and related equipment and facilities to secure trucking services for our operations.
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Factors Affecting Our Results of Operations
Sales Agreements. We manage our commodity price risk for coal sales through the use of coal supply agreements. As of July 27, 2023, we had sales commitments for 2023 as follows:
Tons | % Priced | Average Realized Price per Ton | |||||||||||||||
Met - Domestic | $193.11 | ||||||||||||||||
Met - Export | $186.00 | ||||||||||||||||
Met Total | 15.5 million | 71 | % | $189.15 | |||||||||||||
Thermal | 1.2 million | 100 | % | $99.67 | |||||||||||||
Met Segment | 16.7 million | 75 | % | $178.42 | |||||||||||||
All Other | 0.5 million | 100 | % | $90.47 |
Realized Pricing. Our realized price per ton of coal is influenced by many factors that vary by region, including (i) coal quality, which includes energy (heat content), sulfur, ash, volatile matter and moisture content; (ii) differences in market conventions concerning transportation costs and volume measurement; and (iii) regional supply and demand.
Costs. Our results of operations are dependent upon our ability to maximize productivity and control costs. Our primary expenses are for operating supply costs, repair and maintenance expenditures, costs of purchased coal, royalties, wages and benefits, freight and handling costs and taxes incurred in selling our coal. The principal goods and services we use in our operations include maintenance and repair parts and services, electricity, fuel, roof control and support items, explosives, tires, conveyance structures, ventilation supplies and lubricants. Our management strives to aggressively control costs and improve operating performance to mitigate external cost pressures. We experience volatility in operating costs related to fuel, explosives, steel, tires, contract services and healthcare, among others, and take measures to mitigate the increases in these costs at all operations. We have a centralized sourcing group for major supplier contract negotiation and administration, for the negotiation and purchase of major capital goods, and to support the business units. We promote competition between suppliers and seek to develop relationships with suppliers that focus on lowering our costs. We seek suppliers who identify and concentrate on implementing continuous improvement opportunities within their area of expertise. To the extent upward pressure on costs exceeds our ability to realize sales increases, or if we experience unanticipated operating or transportation difficulties, our operating margins would be negatively impacted. We may also experience difficult geologic conditions, delays in obtaining permits, labor shortages, unforeseen equipment problems, and unexpected shortages of critical materials such as tires, fuel and explosives that may result in adverse cost increases and limit our ability to produce at forecasted levels.
Results of Operations
Our results of operations for the three and six months ended June 30, 2023 and 2022 are discussed in these “Results of Operations” presented below. Certain immaterial amounts for the three and six months ended June 30, 2022 have been recast to reclassify discontinued operations and present the related amounts within continuing operations as part of the All Other category.
Three Months Ended June 30, 2023 Compared to the Three Months Ended June 30, 2022
Revenues
The following table summarizes information about our revenues during the three months ended June 30, 2023 and 2022:
Three Months Ended June 30, | Increase (Decrease) | ||||||||||||||||||||||
(In thousands, except for per ton data) | 2023 | 2022 | $ or Tons | % | |||||||||||||||||||
Coal revenues | $ | 853,807 | $ | 1,334,258 | $ | (480,451) | (36.0) | % | |||||||||||||||
Other revenues | 4,564 | 2,154 | 2,410 | 111.9 | % | ||||||||||||||||||
Total revenues | $ | 858,371 | $ | 1,336,412 | $ | (478,041) | (35.8) | % | |||||||||||||||
Tons sold | 4,348 | 4,304 | 44 | 1.0 | % |
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Coal revenues. Coal revenues decreased $480.5 million, or 36.0%, for the three months ended June 30, 2023 compared to the prior year period. The decrease was primarily due to a 38.3% reduction in coal sales realizations within our Met segment as pricing moderated from the higher levels experienced during the prior year. The elevated coal sales pricing environment in the prior year period was driven by increased coal demand, resulting from improved economic activity, coupled with limited supply response. Refer to the “Non-GAAP Coal revenues” section below for further detail on coal revenues for the three months ended June 30, 2023 compared to the prior year period.
Cost and Expenses
The following table summarizes information about our costs and expenses during the three months ended June 30, 2023 and 2022:
Three Months Ended June 30, | Increase (Decrease) | ||||||||||||||||||||||
(In thousands) | 2023 | 2022 | $ | % | |||||||||||||||||||
Cost of coal sales (exclusive of items shown separately below) | $ | 583,514 | $ | 627,429 | $ | (43,915) | (7.0) | % | |||||||||||||||
Depreciation, depletion and amortization | 32,226 | 27,730 | 4,496 | 16.2 | % | ||||||||||||||||||
Accretion on asset retirement obligations | 6,376 | 5,947 | 429 | 7.2 | % | ||||||||||||||||||
Amortization of acquired intangibles, net | 2,192 | 5,747 | (3,555) | (61.9) | % | ||||||||||||||||||
Selling, general and administrative expenses (exclusive of depreciation, depletion and amortization shown separately above) | 17,506 | 18,158 | (652) | (3.6) | % | ||||||||||||||||||
Total other operating loss (income): | |||||||||||||||||||||||
Mark-to-market adjustment for acquisition-related obligations | — | 4,208 | (4,208) | (100.0) | % | ||||||||||||||||||
Other income | (1,546) | (1,516) | (30) | (2.0) | % | ||||||||||||||||||
Total costs and expenses | $ | 640,268 | $ | 687,703 | $ | (47,435) | (6.9) | % |
Cost of coal sales. Cost of coal sales decreased $43.9 million, or 7.0%, for the three months ended June 30, 2023 compared to the prior year period. The decrease was primarily driven by lower per ton freight and handling, royalty, and severance tax costs as a result of the lower coal pricing environment which more than offset the impact of higher labor and supply costs due to inflationary pressure.
Depreciation, depletion and amortization. Depreciation, depletion and amortization increased $4.5 million, or 16.2%, for the three months ended June 30, 2023 compared to the prior year period. The increase was primarily due to capital expenditures.
Amortization of acquired intangibles, net. Amortization of acquired intangibles, net decreased $3.6 million, or 61.9%, for the three months ended June 30, 2023 compared to the prior year period. The decrease was primarily driven by accelerated prior period amortization of certain acquired mine permits as a result of an update to the estimated life of the associated mines.
Mark-to-market adjustment for acquisition-related obligations. The mark-to-market adjustment for acquisition-related obligations was $4.2 million for the three months ended June 30, 2022. As the royalty period ended on December 31, 2022, there was no mark-to-market adjustment recorded during the three months ended June 30, 2023. Refer to Notes 9 and 11 for additional information on the Contingent Revenue Obligation.
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Other (Expense) Income
The following table summarizes information about our other (expense) income during the three months ended June 30, 2023 and 2022:
Three Months Ended June 30, | Increase (Decrease) | ||||||||||||||||||||||
(In thousands) | 2023 | 2022 | $ | % | |||||||||||||||||||
Other (expense) income: | |||||||||||||||||||||||
Interest expense | $ | (1,856) | $ | (5,218) | $ | 3,362 | 64.4 | % | |||||||||||||||
Interest income | 2,754 | 170 | 2,584 | 1,520.0 | % | ||||||||||||||||||
Equity loss in affiliates | (3,174) | (2,136) | (1,038) | (48.6) | % | ||||||||||||||||||
Miscellaneous (expense) income, net | (874) | 1,264 | (2,138) | (169.1) | % | ||||||||||||||||||
Total other expense, net | $ | (3,150) | $ | (5,920) | $ | 2,770 | 46.8 | % |
Interest expense. Interest expense decreased $3.4 million, or 64.4%, for the three months ended June 30, 2023 compared to the prior year period, primarily due to a reduction in outstanding debt.
Interest income. Interest income increased $2.6 million, or 1,520.0%, for the three months ended June 30, 2023 compared to the prior year period. The increase was primarily due to rising cash balances and an increasing interest rate environment.
Miscellaneous (expense) income, net. Miscellaneous expense, net resulted in a decrease to income of $2.1 million, or 169.1%, for the three months ended June 30, 2023 compared to the prior year period. The decrease was primarily related to the net periodic benefit cost for pension obligations. Refer to Note 13 for additional information.
Income Tax Expense
The following table summarizes information about our income tax expense during the three months ended June 30, 2023 and 2022:
Three Months Ended June 30, | Increase (Decrease) | ||||||||||||||||||||||
(In thousands) | 2023 | 2022 | $ | % | |||||||||||||||||||
Income tax expense | $ | 33,598 | $ | 68,632 | $ | (35,034) | (51.0) | % |
Income taxes. Income tax expense of $33.6 million was recorded for the three months ended June 30, 2023 on income before income taxes of $215.0 million. The effective tax rate differs from the federal statutory rate of 21% primarily due to the permanent impact of percentage depletion and foreign-derived intangible income deductions.
Income tax expense of $68.6 million was recorded for the three months ended June 30, 2022 on income before income taxes of $642.8 million. The effective tax rate differs from the federal statutory rate of 21% primarily due to the decrease in the valuation allowance and the permanent impact of percentage depletion and foreign-derived intangible income deductions. Refer to Note 12 for additional information.
Non-GAAP Financial Measures
The discussion below contains “non-GAAP financial measures.” These are financial measures that either exclude or include amounts that are not excluded or included in the most directly comparable measures calculated and presented in accordance with generally accepted accounting principles in the United States (“U.S. GAAP” or “GAAP”). Specifically, we make use of the non-GAAP financial measures “Adjusted EBITDA,” “non-GAAP coal revenues,” “non-GAAP cost of coal sales,” and “non-GAAP coal margin.” We use Adjusted EBITDA to measure the operating performance of our segments and allocate resources to the segments. Adjusted EBITDA does not purport to be an alternative to net income (loss) as a measure of operating performance or any other measure of operating results or liquidity presented in accordance with GAAP. We use non-GAAP coal revenues to present coal revenues generated, excluding freight and handling fulfillment revenues. Non-GAAP coal sales realization per ton for our operations is calculated as non-GAAP coal revenues divided by tons sold. We use non-GAAP cost of coal sales to adjust cost of coal sales to remove freight and handling costs, depreciation, depletion and amortization - production (excluding the depreciation, depletion and amortization related to selling, general and administrative functions), accretion on asset retirement obligations, amortization of acquired intangibles, net, and idled and closed mine costs. Non-GAAP cost of coal sales per ton for our operations is calculated as non-GAAP cost of coal sales divided by tons sold. Non-GAAP coal margin per ton for our coal operations is calculated as non-GAAP coal sales realization per ton for our coal operations less non-
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GAAP cost of coal sales per ton for our coal operations. The presentation of these measures should not be considered in isolation, or as a substitute for analysis of our results as reported under GAAP.
Management uses non-GAAP financial measures to supplement GAAP results to provide a more complete understanding of the factors and trends affecting the business than GAAP results alone. The definition of these non-GAAP measures may be changed periodically by management to adjust for significant items important to an understanding of operating trends and to adjust for items that may not reflect the trend of future results by excluding transactions that are not indicative of our core operating performance. Furthermore, analogous measures are used by industry analysts to evaluate the Company’s operating performance. Because not all companies use identical calculations, the presentations of these measures may not be comparable to other similarly titled measures of other companies and can differ significantly from company to company depending on long-term strategic decisions regarding capital structure, the tax jurisdictions in which companies operate, and capital investments.
Included below are reconciliations of non-GAAP financial measures to GAAP financial measures.
The following tables summarize certain financial information relating to our coal operations for the three months ended June 30, 2023 and 2022:
Three Months Ended June 30, 2023 | |||||||||||||||||
(In thousands, except for per ton data) | Met | All Other | Consolidated | ||||||||||||||
Coal revenues | $ | 833,974 | $ | 19,833 | $ | 853,807 | |||||||||||
Less: Freight and handling fulfillment revenues | (118,222) | — | (118,222) | ||||||||||||||
Non-GAAP Coal revenues | $ | 715,752 | $ | 19,833 | $ | 735,585 | |||||||||||
Tons sold | 4,149 | 199 | 4,348 | ||||||||||||||
Non-GAAP Coal sales realization per ton | $ | 172.51 | $ | 99.66 | $ | 169.18 | |||||||||||
Cost of coal sales (exclusive of items shown separately below) | $ | 563,495 | $ | 20,019 | $ | 583,514 | |||||||||||
Depreciation, depletion and amortization - production (1) | 31,649 | 287 | 31,936 | ||||||||||||||
Accretion on asset retirement obligations | 3,721 | 2,655 | 6,376 | ||||||||||||||
Amortization of acquired intangibles, net | 2,192 | — | 2,192 | ||||||||||||||
Total Cost of coal sales | $ | 601,057 | $ | 22,961 | $ | 624,018 | |||||||||||
Less: Freight and handling costs | (118,222) | — | (118,222) | ||||||||||||||
Less: Depreciation, depletion and amortization - production (1) | (31,649) | (287) | (31,936) | ||||||||||||||
Less: Accretion on asset retirement obligations | (3,721) | (2,655) | (6,376) | ||||||||||||||
Less: Amortization of acquired intangibles, net | (2,192) | — | (2,192) | ||||||||||||||
Less: Idled and closed mine costs | (4,022) | (2,389) | (6,411) | ||||||||||||||
Non-GAAP Cost of coal sales | $ | 441,251 | $ | 17,630 | $ | 458,881 | |||||||||||
Tons sold | 4,149 | 199 | 4,348 | ||||||||||||||
Non-GAAP Cost of coal sales per ton | $ | 106.35 | $ | 88.59 | $ | 105.54 |
(1) Depreciation, depletion and amortization - production excludes the depreciation, depletion and amortization related to selling, general and administrative functions.
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Three Months Ended June 30, 2023 | |||||||||||||||||
(In thousands, except for per ton data) | Met | All Other | Consolidated | ||||||||||||||
Coal revenues | $ | 833,974 | $ | 19,833 | $ | 853,807 | |||||||||||
Less: Total Cost of coal sales (per table above) | (601,057) | (22,961) | (624,018) | ||||||||||||||
GAAP Coal margin | $ | 232,917 | $ | (3,128) | $ | 229,789 | |||||||||||
Tons sold | 4,149 | 199 | 4,348 | ||||||||||||||
GAAP Coal margin per ton | $ | 56.14 | $ | (15.72) | $ | 52.85 | |||||||||||
GAAP Coal margin | $ | 232,917 | $ | (3,128) | $ | 229,789 | |||||||||||
Add: Depreciation, depletion and amortization - production (1) | 31,649 | 287 | 31,936 | ||||||||||||||
Add: Accretion on asset retirement obligations | 3,721 | 2,655 | 6,376 | ||||||||||||||
Add: Amortization of acquired intangibles, net | 2,192 | — | 2,192 | ||||||||||||||
Add: Idled and closed mine costs | 4,022 | 2,389 | 6,411 | ||||||||||||||
Non-GAAP Coal margin | $ | 274,501 | $ | 2,203 | $ | 276,704 | |||||||||||
Tons sold | 4,149 | 199 | 4,348 | ||||||||||||||
Non-GAAP Coal margin per ton | $ | 66.16 | $ | 11.07 | $ | 63.64 |
(1) Depreciation, depletion and amortization - production excludes the depreciation, depletion and amortization related to selling, general and administrative functions.
Three Months Ended June 30, 2022 | |||||||||||||||||
(In thousands, except for per ton data) | Met | All Other | Consolidated | ||||||||||||||
Coal revenues | $ | 1,318,661 | $ | 15,597 | $ | 1,334,258 | |||||||||||
Less: Freight and handling fulfillment revenues | (156,522) | — | (156,522) | ||||||||||||||
Non-GAAP Coal revenues | $ | 1,162,139 | $ | 15,597 | $ | 1,177,736 | |||||||||||
Tons sold | 4,050 | 254 | 4,304 | ||||||||||||||
Non-GAAP Coal sales realization per ton | $ | 286.95 | $ | 61.41 | $ | 273.64 | |||||||||||
Cost of coal sales (exclusive of items shown separately below) | $ | 610,224 | $ | 17,205 | $ | 627,429 | |||||||||||
Depreciation, depletion and amortization - production (1) | 27,202 | 250 | 27,452 | ||||||||||||||
Accretion on asset retirement obligations | 3,390 | 2,557 | 5,947 | ||||||||||||||
Amortization of acquired intangibles, net | 4,795 | 952 | 5,747 | ||||||||||||||
Total Cost of coal sales | $ | 645,611 | $ | 20,964 | $ | 666,575 | |||||||||||
Less: Freight and handling costs | (156,522) | — | (156,522) | ||||||||||||||
Less: Depreciation, depletion and amortization - production (1) | (27,202) | (250) | (27,452) | ||||||||||||||
Less: Accretion on asset retirement obligations | (3,390) | (2,557) | (5,947) | ||||||||||||||
Less: Amortization of acquired intangibles, net | (4,795) | (952) | (5,747) | ||||||||||||||
Less: Idled and closed mine costs | (2,708) | (4,531) | (7,239) | ||||||||||||||
Non-GAAP Cost of coal sales | $ | 450,994 | $ | 12,674 | $ | 463,668 | |||||||||||
Tons sold | 4,050 | 254 | 4,304 | ||||||||||||||
Non-GAAP Cost of coal sales per ton | $ | 111.36 | $ | 49.90 | $ | 107.73 |
(1) Depreciation, depletion and amortization - production excludes the depreciation, depletion and amortization related to selling, general and administrative functions.
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Three Months Ended June 30, 2022 | |||||||||||||||||
(In thousands, except for per ton data) | Met | All Other | Consolidated | ||||||||||||||
Coal revenues | $ | 1,318,661 | $ | 15,597 | $ | 1,334,258 | |||||||||||
Less: Total Cost of coal sales (per table above) | (645,611) | (20,964) | (666,575) | ||||||||||||||
GAAP Coal margin | $ | 673,050 | $ | (5,367) | $ | 667,683 | |||||||||||
Tons sold | 4,050 | 254 | 4,304 | ||||||||||||||
GAAP Coal margin per ton | $ | 166.19 | $ | (21.13) | $ | 155.13 | |||||||||||
GAAP Coal margin | $ | 673,050 | $ | (5,367) | $ | 667,683 | |||||||||||
Add: Depreciation, depletion and amortization - production (1) | 27,202 | 250 | 27,452 | ||||||||||||||
Add: Accretion on asset retirement obligations | 3,390 | 2,557 | 5,947 | ||||||||||||||
Add: Amortization of acquired intangibles, net | 4,795 | 952 | 5,747 | ||||||||||||||
Add: Idled and closed mine costs | 2,708 | 4,531 | 7,239 | ||||||||||||||
Non-GAAP Coal margin | $ | 711,145 | $ | 2,923 | $ | 714,068 | |||||||||||
Tons sold | 4,050 | 254 | 4,304 | ||||||||||||||
Non-GAAP Coal margin per ton | $ | 175.59 | $ | 11.51 | $ | 165.91 |
(1) Depreciation, depletion and amortization - production excludes the depreciation, depletion and amortization related to selling, general and administrative functions.
Three Months Ended June 30, | Increase (Decrease) | ||||||||||||||||||||||
(In thousands, except for per ton data) | 2023 | 2022 | $ or Tons | % | |||||||||||||||||||
Met segment operations: | |||||||||||||||||||||||
Tons sold | 4,149 | 4,050 | 99 | 2.4 | % | ||||||||||||||||||
Non-GAAP Coal revenues | $ | 715,752 | $ | 1,162,139 | $ | (446,387) | (38.4) | % | |||||||||||||||
Non-GAAP Coal sales realization per ton | $ | 172.51 | $ | 286.95 | $ | (114.44) | (39.9) | % | |||||||||||||||
All Other category: | |||||||||||||||||||||||
Tons sold | 199 | 254 | (55) | (21.7) | % | ||||||||||||||||||
Non-GAAP Coal revenues | $ | 19,833 | $ | 15,597 | $ | 4,236 | 27.2 | % | |||||||||||||||
Non-GAAP Coal sales realization per ton | $ | 99.66 | $ | 61.41 | $ | 38.25 | 62.3 | % |
Non-GAAP Coal revenues. Met segment operations non-GAAP coal revenues decreased $446.4 million, or 38.4%, for the three months ended June 30, 2023 compared to the prior year period. The decrease was primarily due to a $114.44 per ton, or 39.9%, reduction in average non-GAAP coal sales realization as prices moderated from the higher levels experienced during the second quarter of 2022. The elevated coal sales pricing environment in the prior year period was driven by increased coal demand, resulting from improved economic activity, coupled with limited supply response.
All Other category non-GAAP coal revenues increased $4.2 million, or 27.2%, for the three months ended June 30, 2023 compared to the prior year period as an improved thermal coal pricing environment more than offset a decline in coal sales volumes as our Mammoth mining complex's remaining mine works toward cessation of mining.
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Three Months Ended June 30, | Increase (Decrease) | ||||||||||||||||||||||
(In thousands, except for per ton data) | 2023 | 2022 | $ | % | |||||||||||||||||||
Met segment operations: | |||||||||||||||||||||||
Non-GAAP Cost of coal sales | $ | 441,251 | $ | 450,994 | $ | (9,743) | (2.2) | % | |||||||||||||||
Non-GAAP Cost of coal sales per ton | $ | 106.35 | $ | 111.36 | $ | (5.01) | (4.5) | % | |||||||||||||||
Non-GAAP Coal margin per ton | $ | 66.16 | $ | 175.59 | $ | (109.43) | (62.3) | % | |||||||||||||||
All Other category: | |||||||||||||||||||||||
Non-GAAP Cost of coal sales | $ | 17,630 | $ | 12,674 | $ | 4,956 | 39.1 | % | |||||||||||||||
Non-GAAP Cost of coal sales per ton | $ | 88.59 | $ | 49.90 | $ | 38.69 | 77.5 | % | |||||||||||||||
Non-GAAP Coal margin per ton | $ | 11.07 | $ | 11.51 | $ | (0.44) | (3.8) | % |
Non-GAAP Cost of coal sales. Met segment operations non-GAAP cost of coal sales decreased $9.7 million, or 2.2%, for the three months ended June 30, 2023 compared to the prior year period. The decrease was primarily driven by reductions in royalties and taxes as a result of a lower pricing environment, partially offset by increased labor and supplies costs due to inflationary pressures.
All Other category non-GAAP cost of coal sales increased $5.0 million, or 39.1%, for the three months ended June 30, 2023 compared to the prior year period. The increase was primarily driven by higher labor and supplies costs due to inflationary pressures and increased royalties and taxes due to the increased thermal coal pricing environment, partially offset by lower sales volumes.
Adjusted EBITDA
Adjusted EBITDA is a non-GAAP financial measure that is presented as a supplemental measure and is not intended to replace financial performance or liquidity measures determined in accordance with GAAP. Moreover, this measure is not calculated identically by all companies and therefore may not be comparable to similarly titled measures used by other companies. Adjusted EBITDA is presented because management believes it is a useful indicator of the financial performance of our coal operations. The following tables present a reconciliation of net income (loss) to Adjusted EBITDA for the three months ended June 30, 2023 and 2022:
Three Months Ended June 30, 2023 | |||||||||||||||||
(In thousands) | Met | All Other | Consolidated | ||||||||||||||
Net income (loss) | $ | 231,394 | $ | (50,039) | $ | 181,355 | |||||||||||
Interest expense | 198 | 1,658 | 1,856 | ||||||||||||||
Interest income | (86) | (2,668) | (2,754) | ||||||||||||||
Income tax expense | — | 33,598 | 33,598 | ||||||||||||||
Depreciation, depletion and amortization | 31,649 | 577 | 32,226 | ||||||||||||||
Non-cash stock compensation expense | 27 | 3,618 | 3,645 | ||||||||||||||
Accretion on asset retirement obligations | 3,721 | 2,655 | 6,376 | ||||||||||||||
Amortization of acquired intangibles, net | 2,192 | — | 2,192 | ||||||||||||||
Adjusted EBITDA | $ | 269,095 | $ | (10,601) | $ | 258,494 |
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Three Months Ended June 30, 2022 | |||||||||||||||||
(In thousands) | Met | All Other | Consolidated | ||||||||||||||
Net income (loss) | $ | 670,801 | $ | (96,644) | $ | 574,157 | |||||||||||
Interest expense | 43 | 5,175 | 5,218 | ||||||||||||||
Interest income | — | (170) | (170) | ||||||||||||||
Income tax expense | — | 68,632 | 68,632 | ||||||||||||||
Depreciation, depletion and amortization | 27,203 | 527 | 27,730 | ||||||||||||||
Non-cash stock compensation expense | — | 1,401 | 1,401 | ||||||||||||||
Mark-to-market adjustment - acquisition-related obligations | — | 4,208 | 4,208 | ||||||||||||||
Accretion on asset retirement obligations | 3,390 | 2,557 | 5,947 | ||||||||||||||
Amortization of acquired intangibles, net | 4,795 | 952 | 5,747 | ||||||||||||||
Adjusted EBITDA | $ | 706,232 | $ | (13,362) | $ | 692,870 |
The following table summarizes Adjusted EBITDA for our Met segment operations and All Other category:
Three Months Ended June 30, | Increase (Decrease) | ||||||||||||||||||||||
(In thousands) | 2023 | 2022 | $ | % | |||||||||||||||||||
Adjusted EBITDA | |||||||||||||||||||||||
Met segment operations | $ | 269,095 | $ | 706,232 | $ | (437,137) | (61.9) | % | |||||||||||||||
All Other category | (10,601) | (13,362) | 2,761 | 20.7 | % | ||||||||||||||||||
Total | $ | 258,494 | $ | 692,870 | $ | (434,376) | (62.7) | % |
Met segment operations. Adjusted EBITDA decreased $437.1 million, or 61.9%, for the three months ended June 30, 2023 compared to the prior year period. The decrease in Adjusted EBITDA was primarily driven by decreased coal margin and lower non-GAAP coal sales realization per ton in the current period.
All Other category. Adjusted EBITDA increased $2.8 million, or 20.7%, for the three months ended June 30, 2023 compared to the prior year period. The increase in Adjusted EBITDA was primarily driven by higher non-GAAP coal sales realization per ton in the current period.
Six Months Ended June 30, 2023 Compared to the Six Months Ended June 30, 2022
Revenues
The following table summarizes information about our revenues during the six months ended June 30, 2023 and 2022:
Six Months Ended June 30, | Increase (Decrease) | ||||||||||||||||||||||
(In thousands, except for per ton data) | 2023 | 2022 | $ or Tons | % | |||||||||||||||||||
Coal revenues | $ | 1,760,505 | $ | 2,403,996 | $ | (643,491) | (26.8) | % | |||||||||||||||
Other revenues | 9,101 | 4,380 | 4,721 | 107.8 | % | ||||||||||||||||||
Total revenues | $ | 1,769,606 | $ | 2,408,376 | $ | (638,770) | (26.5) | % | |||||||||||||||
Tons sold | 8,263 | 8,352 | (89) | (1.1) | % |
Coal revenues. Coal revenues decreased $643.5 million, or 26.8%, for the six months ended June 30, 2023 compared to the prior year period. The decrease was primarily due to a 28.0% reduction in coal sales realizations within our Met segment as pricing moderated from the higher levels experienced during the prior year. The elevated coal sales pricing environment in the prior year period was driven by increased coal demand, resulting from improved economic activity, coupled with limited supply response. Refer to the “Non-GAAP Coal revenues” section below for further detail on coal revenues for the six months ended June 30, 2023 compared to the prior year period.
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Cost and Expenses
The following table summarizes information about our costs and expenses during the six months ended June 30, 2023 and 2022:
Six Months Ended June 30, | Increase (Decrease) | ||||||||||||||||||||||
(In thousands) | 2023 | 2022 | $ | % | |||||||||||||||||||
Cost of coal sales (exclusive of items shown separately below) | $ | 1,122,651 | $ | 1,182,771 | $ | (60,120) | (5.1) | % | |||||||||||||||
Depreciation, depletion and amortization | 61,649 | 55,765 | 5,884 | 10.6 | % | ||||||||||||||||||
Accretion on asset retirement obligations | 12,753 | 11,901 | 852 | 7.2 | % | ||||||||||||||||||
Amortization of acquired intangibles, net | 4,389 | 11,495 | (7,106) | (61.8) | % | ||||||||||||||||||
Selling, general and administrative expenses (exclusive of depreciation, depletion and amortization shown separately above) | 38,198 | 33,244 | 4,954 | 14.9 | % | ||||||||||||||||||
Total other operating loss (income): | |||||||||||||||||||||||
Mark-to-market adjustment for acquisition-related obligations | — | 13,569 | (13,569) | (100.0) | % | ||||||||||||||||||
Other income | (2,638) | (2,144) | (494) | (23.0) | % | ||||||||||||||||||
Total costs and expenses | $ | 1,237,002 | $ | 1,306,601 | $ | (69,599) | (5.3) | % |
Cost of coal sales. Cost of coal sales decreased $60.1 million, or 5.1%, for the six months ended June 30, 2023 compared to the prior year period. The decrease was primarily driven by lower per ton freight and handling, royalty, and severance tax costs as a result of the lower coal pricing environment partially offset by the impact of higher labor and supply costs due to inflationary pressure.
Depreciation, depletion and amortization. Depreciation, depletion and amortization increased $5.9 million, or 10.6%, for the six months ended June 30, 2023 compared to the prior year period. The increase was primarily due to capital expenditures.
Amortization of acquired intangibles, net. Amortization of acquired intangibles, net decreased $7.1 million, or 61.8%, for the six months ended June 30, 2023 compared to the prior year period. The decrease was primarily driven by accelerated prior period amortization of certain acquired mine permits as a result of an update to the estimated life of the associated mines.
Selling, general and administrative. Selling, general and administrative expenses increased $5.0 million, or 14.9%, for the six months ended June 30, 2023 compared to the prior year period. This increase was primarily related to increases of $3.6 million in stock compensation expense, $1.5 million in wages and benefits expense, and $0.2 million in professional fees, partially offset by a decrease of $0.8 million in incentive pay.
Mark-to-market adjustment for acquisition-related obligations. The mark-to-market adjustment for acquisition-related obligations was $13.6 million for the six months ended June 30, 2022. As the royalty period ended on December 31, 2022, there was no mark-to-market adjustment recorded during the six months ended June 30, 2023. Refer to Notes 9 and 11 for additional information on the Contingent Revenue Obligation.
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Other (Expense) Income
The following table summarizes information about our other (expense) income during the six months ended June 30, 2023 and 2022:
Six Months Ended June 30, | Increase (Decrease) | ||||||||||||||||||||||
(In thousands) | 2023 | 2022 | $ | % | |||||||||||||||||||
Other (expense) income: | |||||||||||||||||||||||
Interest expense | $ | (3,576) | $ | (18,301) | $ | 14,725 | 80.5 | % | |||||||||||||||
Interest income | 4,272 | 354 | 3,918 | 1,106.8 | % | ||||||||||||||||||
Equity loss in affiliates | (4,922) | (3,497) | (1,425) | (40.7) | % | ||||||||||||||||||
Miscellaneous (expense) income, net | (243) | 2,940 | (3,183) | (108.3) | % | ||||||||||||||||||
Total other expense, net | $ | (4,469) | $ | (18,504) | $ | 14,035 | 75.8 | % |
Interest expense. Interest expense decreased $14.7 million, or 80.5%, for the six months ended June 30, 2023 compared to the prior year period, primarily due to a reduction in outstanding debt.
Interest income. Interest income increased $3.9 million, or 1,106.8%, for the six months ended June 30, 2023 compared to the prior year period. The increase was primarily due to rising cash balances and an increasing interest rate environment.
Miscellaneous (expense) income, net. Miscellaneous expense, net resulted in a decrease to income of $3.2 million, or 108.3%, for the six months ended June 30, 2023 compared to the prior year period. The decrease was primarily related to the net periodic benefit cost for pension obligations. Refer to Note 13 for additional information.
Income Tax Expense
The following table summarizes information about our income tax expense during the six months ended June 30, 2023 and 2022:
Six Months Ended June 30, | Increase (Decrease) | ||||||||||||||||||||||
(In thousands) | 2023 | 2022 | $ | % | |||||||||||||||||||
Income tax expense | $ | 76,009 | $ | 108,223 | $ | (32,214) | (29.8) | % |
Income taxes. Income tax expense of $76.0 million was recorded for the six months ended June 30, 2023 on income before income taxes of $528.1 million. The effective tax rate differs from the federal statutory rate of 21% primarily due to the permanent impact of percentage depletion and foreign-derived intangible income deductions.
Income tax expense of $108.2 million was recorded for the six months ended June 30, 2022 on income before income taxes of $1,083.3 million. The effective tax rate differs from the federal statutory rate of 21% primarily due to the decrease in the valuation allowance and the permanent impact of percentage depletion and foreign-derived intangible income deductions. Refer to Note 12 for additional information.
Non-GAAP Financial Measures
Included below are reconciliations of non-GAAP financial measures to GAAP financial measures.
The following tables summarize certain financial information relating to our coal operations for the six months ended June 30, 2023 and 2022:
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Six Months Ended June 30, 2023 | |||||||||||||||||
(In thousands, except for per ton data) | Met | All Other | Consolidated | ||||||||||||||
Coal revenues | $ | 1,720,981 | $ | 39,524 | $ | 1,760,505 | |||||||||||
Less: Freight and handling fulfillment revenues | (224,474) | (225) | (224,699) | ||||||||||||||
Non-GAAP Coal revenues | $ | 1,496,507 | $ | 39,299 | $ | 1,535,806 | |||||||||||
Tons sold | 7,886 | 377 | 8,263 | ||||||||||||||
Non-GAAP Coal sales realization per ton | $ | 189.77 | $ | 104.24 | $ | 185.87 | |||||||||||
Cost of coal sales (exclusive of items shown separately below) | $ | 1,086,493 | $ | 36,158 | $ | 1,122,651 | |||||||||||
Depreciation, depletion and amortization - production (1) | 60,528 | 545 | 61,073 | ||||||||||||||
Accretion on asset retirement obligations | 7,443 | 5,310 | 12,753 | ||||||||||||||
Amortization of acquired intangibles, net | 4,389 | — | 4,389 | ||||||||||||||
Total Cost of coal sales | $ | 1,158,853 | $ | 42,013 | $ | 1,200,866 | |||||||||||
Less: Freight and handling costs | (224,474) | (225) | (224,699) | ||||||||||||||
Less: Depreciation, depletion and amortization - production (1) | (60,528) | (545) | (61,073) | ||||||||||||||
Less: Accretion on asset retirement obligations | (7,443) | (5,310) | (12,753) | ||||||||||||||
Less: Amortization of acquired intangibles, net | (4,389) | — | (4,389) | ||||||||||||||
Less: Idled and closed mine costs | (7,600) | (5,009) | (12,609) | ||||||||||||||
Non-GAAP Cost of coal sales | $ | 854,419 | $ | 30,924 | $ | 885,343 | |||||||||||
Tons sold | 7,886 | 377 | 8,263 | ||||||||||||||
Non-GAAP Cost of coal sales per ton | $ | 108.35 | $ | 82.03 | $ | 107.15 |
(1) Depreciation, depletion and amortization - production excludes the depreciation, depletion and amortization related to selling, general and administrative functions.
Six Months Ended June 30, 2023 | |||||||||||||||||
(In thousands, except for per ton data) | Met | All Other | Consolidated | ||||||||||||||
Coal revenues | $ | 1,720,981 | $ | 39,524 | $ | 1,760,505 | |||||||||||
Less: Total Cost of coal sales (per table above) | (1,158,853) | (42,013) | (1,200,866) | ||||||||||||||
GAAP Coal margin | $ | 562,128 | $ | (2,489) | $ | 559,639 | |||||||||||
Tons sold | 7,886 | 377 | 8,263 | ||||||||||||||
GAAP Coal margin per ton | $ | 71.28 | $ | (6.60) | $ | 67.73 | |||||||||||
GAAP Coal margin | $ | 562,128 | $ | (2,489) | $ | 559,639 | |||||||||||
Add: Depreciation, depletion and amortization - production (1) | 60,528 | 545 | 61,073 | ||||||||||||||
Add: Accretion on asset retirement obligations | 7,443 | 5,310 | 12,753 | ||||||||||||||
Add: Amortization of acquired intangibles, net | 4,389 | — | 4,389 | ||||||||||||||
Add: Idled and closed mine costs | 7,600 | 5,009 | 12,609 | ||||||||||||||
Non-GAAP Coal margin | $ | 642,088 | $ | 8,375 | $ | 650,463 | |||||||||||
Tons sold | 7,886 | 377 | 8,263 | ||||||||||||||
Non-GAAP Coal margin per ton | $ | 81.42 | $ | 22.21 | $ | 78.72 |
(1) Depreciation, depletion and amortization - production excludes the depreciation, depletion and amortization related to selling, general and administrative functions.
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Six Months Ended June 30, 2022 | |||||||||||||||||
(In thousands, except for per ton data) | Met | All Other | Consolidated | ||||||||||||||
Coal revenues | $ | 2,373,001 | $ | 30,995 | $ | 2,403,996 | |||||||||||
Less: Freight and handling fulfillment revenues | (300,547) | (18) | (300,565) | ||||||||||||||
Non-GAAP Coal revenues | $ | 2,072,454 | $ | 30,977 | $ | 2,103,431 | |||||||||||
Tons sold | 7,830 | 522 | 8,352 | ||||||||||||||
Non-GAAP Coal sales realization per ton | $ | 264.68 | $ | 59.34 | $ | 251.85 | |||||||||||
Cost of coal sales (exclusive of items shown separately below) | $ | 1,149,506 | $ | 33,265 | $ | 1,182,771 | |||||||||||
Depreciation, depletion and amortization - production (1) | 54,262 | 1,047 | 55,309 | ||||||||||||||
Accretion on asset retirement obligations | 6,788 | 5,113 | 11,901 | ||||||||||||||
Amortization of acquired intangibles, net | 9,591 | 1,904 | 11,495 | ||||||||||||||
Total Cost of coal sales | $ | 1,220,147 | $ | 41,329 | $ | 1,261,476 | |||||||||||
Less: Freight and handling costs | (300,547) | (18) | (300,565) | ||||||||||||||
Less: Depreciation, depletion and amortization - production (1) | (54,262) | (1,047) | (55,309) | ||||||||||||||
Less: Accretion on asset retirement obligations | (6,788) | (5,113) | (11,901) | ||||||||||||||
Less: Amortization of acquired intangibles, net | (9,591) | (1,904) | (11,495) | ||||||||||||||
Less: Idled and closed mine costs | (6,312) | (7,202) | (13,514) | ||||||||||||||
Non-GAAP Cost of coal sales | $ | 842,647 | $ | 26,045 | $ | 868,692 | |||||||||||
Tons sold | 7,830 | 522 | 8,352 | ||||||||||||||
Non-GAAP Cost of coal sales per ton | $ | 107.62 | $ | 49.89 | $ | 104.01 |
Six Months Ended June 30, 2022 | |||||||||||||||||
(In thousands, except for per ton data) | Met | All Other | Consolidated | ||||||||||||||
Coal revenues | $ | 2,373,001 | $ | 30,995 | $ | 2,403,996 | |||||||||||
Less: Total Cost of coal sales (per table above) | (1,220,147) | (41,329) | (1,261,476) | ||||||||||||||
GAAP Coal margin | $ | 1,152,854 | $ | (10,334) | $ | 1,142,520 | |||||||||||
Tons sold | 7,830 | 522 | 8,352 | ||||||||||||||
GAAP Coal margin per ton | $ | 147.24 | $ | (19.80) | $ | 136.80 | |||||||||||
GAAP Coal margin | $ | 1,152,854 | $ | (10,334) | $ | 1,142,520 | |||||||||||
Add: Depreciation, depletion and amortization - production (1) | 54,262 | 1,047 | 55,309 | ||||||||||||||
Add: Accretion on asset retirement obligations | 6,788 | 5,113 | 11,901 | ||||||||||||||
Add: Amortization of acquired intangibles, net | 9,591 | 1,904 | 11,495 | ||||||||||||||
Add: Idled and closed mine costs | 6,312 | 7,202 | 13,514 | ||||||||||||||
Non-GAAP Coal margin | $ | 1,229,807 | $ | 4,932 | $ | 1,234,739 | |||||||||||
Tons sold | 7,830 | 522 | 8,352 | ||||||||||||||
Non-GAAP Coal margin per ton | $ | 157.06 | $ | 9.45 | $ | 147.84 |
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Six Months Ended June 30, | Increase (Decrease) | ||||||||||||||||||||||
(In thousands, except for per ton data) | 2023 | 2022 | $ | % | |||||||||||||||||||
Met segment operations: | |||||||||||||||||||||||
Tons sold | 7,886 | 7,830 | 56 | 0.7 | % | ||||||||||||||||||
Non-GAAP Coal revenues | $ | 1,496,507 | $ | 2,072,454 | $ | (575,947) | (27.8) | % | |||||||||||||||
Non-GAAP Coal sales realization per ton | $ | 189.77 | $ | 264.68 | $ | (74.91) | (28.3) | % | |||||||||||||||
All Other category: | |||||||||||||||||||||||
Tons sold | 377 | 522 | (145) | (27.8) | % | ||||||||||||||||||
Non-GAAP Coal revenues | $ | 39,299 | $ | 30,977 | $ | 8,322 | 26.9 | % | |||||||||||||||
Non-GAAP Coal sales realization per ton | $ | 104.24 | $ | 59.34 | $ | 44.90 | 75.7 | % |
Non-GAAP Coal revenues. Met segment operations non-GAAP coal revenues decreased $575.9 million, or 27.8%, for the six months ended June 30, 2023 compared to the prior year period. The decrease was primarily due to a $74.91 per ton, or 28.3%, reduction in average non-GAAP coal sales realization as prices moderated from the higher levels experienced during the prior year comparable period. The elevated coal sales pricing environment in the prior year period was driven by increased coal demand resulting from improved economic activity, coupled with limited supply response.
All Other category non-GAAP coal revenues increased $8.3 million, or 26.9%, for the six months ended June 30, 2023 compared to the prior year period as an improved thermal coal pricing environment more than offset a decline in coal sales volumes as our Mammoth mining complex's remaining mine works toward cessation of mining.
Six Months Ended June 30, | Increase (Decrease) | ||||||||||||||||||||||
(In thousands, except for per ton data) | 2023 | 2022 | $ | % | |||||||||||||||||||
Met segment operations: | |||||||||||||||||||||||
Non-GAAP Cost of coal sales | $ | 854,419 | $ | 842,647 | $ | 11,772 | 1.4 | % | |||||||||||||||
Non-GAAP Cost of coal sales per ton | $ | 108.35 | $ | 107.62 | $ | 0.73 | 0.7 | % | |||||||||||||||
Non-GAAP Coal margin per ton | $ | 81.42 | $ | 157.06 | $ | (75.64) | (48.2) | % | |||||||||||||||
All Other category: | |||||||||||||||||||||||
Non-GAAP Cost of coal sales | $ | 30,924 | $ | 26,045 | $ | 4,879 | 18.7 | % | |||||||||||||||
Non-GAAP Cost of coal sales per ton | $ | 82.03 | $ | 49.89 | $ | 32.14 | 64.4 | % | |||||||||||||||
Non-GAAP Coal margin per ton | $ | 22.21 | $ | 9.45 | $ | 12.76 | 135.0 | % |
Non-GAAP Cost of coal sales. Met segment operations non-GAAP cost of coal sales increased $11.8 million, or 1.4%, for the six months ended June 30, 2023 compared to the prior year period. The increase was primarily driven by increased labor and supplies costs due to inflationary pressures, partially offset by reductions in royalties and taxes as a result of a lower coal pricing environment.
All Other category non-GAAP cost of coal sales increased $4.9 million, or 18.7%, for the six months ended June 30, 2023 compared to the prior year period. The increase was primarily driven by higher labor and supplies costs due to inflationary pressures and increased royalties and taxes due to the increased thermal coal pricing environment, partially offset by lower sales volumes.
Adjusted EBITDA
Adjusted EBITDA is a non-GAAP financial measure that is presented as a supplemental measure and is not intended to replace financial performance or liquidity measures determined in accordance with GAAP. Moreover, this measure is not calculated identically by all companies and therefore may not be comparable to similarly titled measures used by other companies. Adjusted EBITDA is presented because management believes it is a useful indicator of the financial performance of our coal operations. The following tables present a reconciliation of net income (loss) to Adjusted EBITDA for the six months ended June 30, 2023 and 2022:
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Six Months Ended June 30, 2023 | |||||||||||||||||
Met | All Other | Consolidated | |||||||||||||||
Net income (loss) | $ | 558,608 | $ | (106,482) | $ | 452,126 | |||||||||||
Interest expense | 363 | 3,213 | 3,576 | ||||||||||||||
Interest income | (274) | (3,998) | (4,272) | ||||||||||||||
Income tax expense | — | 76,009 | 76,009 | ||||||||||||||
Depreciation, depletion and amortization | 60,528 | 1,121 | 61,649 | ||||||||||||||
Non-cash stock compensation expense | 46 | 6,633 | 6,679 | ||||||||||||||
Accretion on asset retirement obligations | 7,443 | 5,310 | 12,753 | ||||||||||||||
Amortization of acquired intangibles, net | 4,389 | — | 4,389 | ||||||||||||||
Adjusted EBITDA | $ | 631,103 | $ | (18,194) | $ | 612,909 |
Six Months Ended June 30, 2022 | |||||||||||||||||
Met | All Other | Consolidated | |||||||||||||||
Net income (loss) | $ | 1,148,968 | $ | (173,920) | $ | 975,048 | |||||||||||
Interest expense | 92 | 18,209 | 18,301 | ||||||||||||||
Interest income | (172) | (182) | (354) | ||||||||||||||
Income tax expense | — | 108,223 | 108,223 | ||||||||||||||
Depreciation, depletion and amortization | 54,263 | 1,502 | 55,765 | ||||||||||||||
Non-cash stock compensation expense | 3 | 2,580 | 2,583 | ||||||||||||||
Mark-to-market adjustment - acquisition-related obligations | — | 13,569 | 13,569 | ||||||||||||||
Accretion on asset retirement obligations | 6,788 | 5,113 | 11,901 | ||||||||||||||
Amortization of acquired intangibles, net | 9,591 | 1,904 | 11,495 | ||||||||||||||
Adjusted EBITDA | $ | 1,219,533 | $ | (23,002) | $ | 1,196,531 |
The following table summarizes Adjusted EBITDA for our Met segment operations and All Other category:
Six Months Ended June 30, | Increase (Decrease) | ||||||||||||||||||||||
(In thousands) | 2023 | 2022 | $ | % | |||||||||||||||||||
Adjusted EBITDA | |||||||||||||||||||||||
Met segment operations | $ | 631,103 | $ | 1,219,533 | $ | (588,430) | (48.3) | % | |||||||||||||||
All Other category | (18,194) | (23,002) | 4,808 | 20.9 | % | ||||||||||||||||||
Total | $ | 612,909 | $ | 1,196,531 | $ | (583,622) | (48.8) | % |
Met segment operations. Adjusted EBITDA decreased $588.4 million, or 48.3%, for the six months ended June 30, 2023 compared to the prior year period. The decrease in Adjusted EBITDA was primarily driven by decreased coal margin and lower non-GAAP coal sales realization per ton in the current period.
All Other category. Adjusted EBITDA increased $4.8 million, or 20.9%, for the six months ended June 30, 2023 compared to the prior year period. The increase in Adjusted EBITDA was primarily driven by increased coal margin and higher non-GAAP coal sales realization per ton in the current period.
Liquidity and Capital Resources
Overview
Our primary liquidity and capital resource requirements stem from the cost of our coal production and purchases, our capital expenditures, our debt service, our reclamation obligations, taxes, our regulatory costs and settlements and associated costs. Our primary sources of liquidity are derived from sales of coal, our debt financing, and miscellaneous revenues.
We believe that cash on hand and cash generated from our operations will be sufficient to meet our working capital requirements, anticipated capital expenditures, income taxes, debt service requirements, acquisition-related obligations, and
45
reclamation obligations for the next 12 months and the reasonably foreseeable future. We may also use cash in accordance with our share repurchase program and dividend program. We rely on a number of assumptions in budgeting for our future activities. These include the costs for mine development to sustain capacity of our operating mines, our cash flows from operations, effects of regulation and taxes by governmental agencies, mining technology improvements and reclamation costs. These assumptions are inherently subject to significant business, political, economic, regulatory, environmental and competitive uncertainties, pending and existing climate-related initiatives, contingencies and risks, all of which are difficult to predict and many of which are beyond our control. For example, if the new authorization process for all self-insured coal mine operators is adopted, it would substantially increase the collateral required to secure our self-insured federal black lung obligations. Refer to the DCMWC Reauthorization Process section below for more information. Increased scrutiny of ESG matters specific to the coal sector could negatively influence our ability to raise capital in the future and result in a reduced number of surety and insurance providers. We may need to raise additional funds if market conditions deteriorate, and we may not be able to do so in a timely fashion, on terms acceptable to us, or at all; one or more of our assumptions prove to be incorrect or if we choose to expand our acquisition, exploration, appraisal, or development efforts or any other activity more rapidly than we presently anticipate. Additionally, we may elect to raise additional funds before we need them if the conditions for raising capital are favorable. We may seek to sell equity or debt securities or obtain additional bank credit facilities. The sale of equity securities could result in dilution to our stockholders. The incurrence of additional indebtedness could result in increased fixed obligations and additional covenants that could restrict our operations.
Liquidity
The following table summarizes our total liquidity as of June 30, 2023:
(in thousands) | June 30, 2023 | ||||
Cash and cash equivalents | $ | 312,400 | |||
Credit facility availability (1) | 93,073 | ||||
Total liquidity | $ | 405,473 |
(1) Comprised of our unused commitments available under the Second Amended and Restated Asset-Based Revolving Credit
Agreement (the “ABL Agreement”), subject to limitations described therein.
Cash Collateral
We are required to provide cash collateral to secure our obligations under certain workers’ compensation, black lung, reclamation-related obligations, financial payments and other performance obligations, and other operating agreements. Future regulatory changes relating to these obligations could result in increased obligations, additional costs, or additional collateral requirements which could require greater use of alternative sources of funding for this purpose, which would reduce our liquidity. Refer to the DCMWC Reauthorization Process section below for information related to the new authorization process for self-insured coal mine operators being implemented by the U.S. Department of Labor (Division of Coal Mine Workers’ Compensation). As of June 30, 2023, we had the following cash collateral on our Condensed Consolidated Balance Sheets:
(in thousands) | June 30, 2023 | ||||
Long-term restricted cash | $ | 71,299 | |||
Long-term restricted investments | 75,961 | ||||
Short-term and long-term deposits (1) | 7,871 | ||||
Total cash collateral | $ | 155,131 |
(1) Includes $7,001 related to our dividend payable. Refer to Note 6 for additional information.
Off-Balance Sheet Arrangements
We are required to provide financial assurance in order to perform the post-mining reclamation required by our mining permits, pay workers’ compensation claims under workers’ compensation laws in various states, pay federal black lung benefits, and perform certain other obligations. In order to provide the required financial assurance, we generally use surety bonds for post-mining reclamation and workers’ compensation obligations. We also use bank letters of credit to collateralize certain obligations. As of June 30, 2023, we had the following outstanding surety bonds and letters of credit:
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(in thousands) | June 30, 2023 | ||||
Surety bonds | $ | 164,997 | |||
Letters of credit (1) | $ | 61,927 |
(1) The letters of credit outstanding are under the ABL Agreement dated December 6, 2021.
Refer to Note 15, part (c) for further disclosures on off-balance sheet arrangements.
Debt Financing and Related Transactions
The ABL Agreement includes a senior secured asset-based revolving credit facility (the “ABL Facility”). Under the ABL Facility, we may borrow cash or obtain letters of credit, on a revolving basis, in an aggregate amount of up to $155.0 million, of which no more than $150.0 million may represent outstanding letters of credit ($125.0 million on a committed basis and another $25.0 million on an uncommitted cash collateralized basis) with the facility having a maturity date of December 6, 2024. Availability under the ABL Facility is calculated on a monthly basis and fluctuates based on qualifying amounts of coal inventory and trade accounts receivable (the “Borrowing Base”) and the facility's covenant limitations related to our Fixed Charge Coverage Ratio (refer to “Analysis of Material Debt Covenants” below). In accordance with terms of the ABL Facility, we may be required to cash collateralize the ABL Facility to the extent outstanding borrowings and letters of credit under the ABL Facility exceed the Borrowing Base after considering covenant limitations.
Refer to Note 8 for additional disclosures on long-term debt.
Acquisition-Related Obligations
During the first quarter of 2023, we paid the final calculated payment pursuant to terms of the Contingent Revenue Obligation. At June 30, 2023, we had $0.3 million of acquisition-related obligations outstanding. Refer to Note 9 for additional disclosures on acquisition-related obligations.
Capital Requirements
Our capital expenditures for the six months ended June 30, 2023 were $129.1 million. We expect to spend between $250.0 million and $280.0 million on capital expenditures during 2023.
Contractual Obligations
Our contractual obligations are discussed in the “Liquidity and Capital Resources—Contractual Obligations” section contained in our Annual Report on Form 10-K for the year ended December 31, 2022. There have been no material changes to our contractual obligations during the six months ended June 30, 2023.
Refer to Note 8, Note 9, and Note 15 for additional disclosures on long-term debt, acquisition-related obligations, and other commitments, respectively.
Business Updates
On July 18, 2023, Moody’s Investors Service upgraded our Corporate Family Rating to B1 from B2, upgraded our Probability of Default Rating to B1-PD from B2-PD, and affirmed our B1 rating on the ABL Facility. Our Speculative Grade Liquidity Rating remained unchanged at SGL-2. The rating outlook was revised to stable from positive. Should we receive any negative outlook ratings in the future, such negative outlook ratings would result in potential liquidity risks for us, including the risks of declines in our stock value, declines in our cash and cash equivalents, less availability and higher costs of additional credit, and requests for additional collateral by surety providers.
We continually strive to enhance our capital structure and financial flexibility and reduce cash outflows from operations. As opportunities arise, we will continue to consider the possibility of the refinancing, repayment or repurchase of any outstanding debt and amendment of our credit facility, and may consider the sale of other assets or businesses, and such other measures as we believe circumstances warrant. We may decide to pursue or not pursue these opportunities at any time. Access to additional funds from liquidity-generating transactions or other sources of external financing is subject to market conditions and certain limitations, including our credit rating and covenant restrictions in our credit facilities.
As a regular part of our business, we review opportunities for, and engage in discussions and negotiations concerning, the acquisition or disposition of coal mining and related infrastructure assets and interests in coal mining companies, and
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acquisitions or dispositions of, or combinations or other strategic transactions involving, companies with coal mining or other energy assets. When we believe that these opportunities are consistent with our strategic plans and our acquisition or disposition criteria, we will make bids or proposals and/or enter into letters of intent and other similar agreements. These bids or proposals, which may be binding or non-binding, are customarily subject to a variety of conditions and usually permit us to terminate the discussions and any related agreement if, among other things, we are not satisfied with the results of due diligence. Any acquisition opportunities we pursue could materially affect our liquidity and capital resources and may require us to incur indebtedness, seek equity capital or both. There can be no assurance that additional financing will be available on terms acceptable to us, or at all.
Income Taxes
As of June 30, 2023, the Company has recorded federal income taxes payable of $5.8 million. Refer to Note 12 for further disclosures related to income taxes.
Pension Plans
We expect to contribute $16.4 million to the pension plans in the remainder of 2023, which includes amounts above the estimated minimum required contributions for the 2023 plan year. Refer to Note 13 for further disclosures related to this obligation.
DCMWC Reauthorization Process
In July 2019, the U.S. Department of Labor (Division of Coal Mine Workers’ Compensation or “DCMWC”) began implementing a new authorization process for all self-insured coal mine operators. As requested by DCMWC, we filed an application and supporting documentation for reauthorization to self-insure certain of our black lung obligations in October 2019. As a result of this application, the DCMWC notified us in a letter dated February 21, 2020 that we were reauthorized to self-insure certain of our black lung obligations for a period of one-year from February 21, 2020. The DCMWC reauthorization is contingent, however, upon us providing collateral of $65.7 million to secure certain of our black lung obligations. This collateral requirement, which the DCMWC advises represents 70% of our estimated future liability according to the DCMWC’s estimation methodology, is an increase of approximately 2,400% from the approximately $2.6 million in collateral which we (previously by Alpha Natural Resources Inc. prior to the Merger) have provided since 2016 to secure these self-insured black lung obligations. Future liability has not previously been estimated by the DCMWC in connection with the reauthorization process but is now being considered as part of its new collateral-setting methodology.
The reauthorization process provided us with the right to appeal the security determination in writing within 30 days of the date of the notification, which appeal period the DCMWC agreed to extend to May 22, 2020, and we exercised this right of appeal. We strongly disagree with the DCMWC’s substantially higher collateral determination and the methodology through which the calculation was derived. In February 2021, the U.S. Department of Labor (“DOL”) withdrew its Federal Register notice seeking comments on its bulletin describing its new method of calculating collateral requirements. The Department removed the bulletin from its website in May 2021. On February 10, 2022, a telephone conference was held with DCMWC and DOL decision makers wherein we presented facts and arguments in support of our appeal. No ruling has been made on the appeal, but during the call we indicated that we would be willing to allocate an additional $10.0 million in collateral. If our appeal is unsuccessful, we may be required to provide additional letters of credit in order to receive self-insurance reauthorization from the DCMWC or insure these black lung obligations through a third-party provider, which would likely also require us to provide additional collateral. In January 2023, the DOL proposed for public comment new regulations which, if adopted, would substantially increase the collateral required to secure self-insured federal black lung obligations. Under the proposed 120% minimum collateral requirement, we estimate we could be required to provide approximately $80.0 million to $100.0 million of collateral to secure certain of our black lung obligations. The DOL has indicated that it expects that some form of these new regulations could go into effect in the fourth quarter of 2023. A significant increase in these collateral obligations would have a materially adverse effect on our liquidity.
Share Repurchase Program
Refer to Note 6 and “Unregistered Sales of Equity Securities and Use of Proceeds” for information on the share repurchase program and the shares repurchased during the current period.
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Dividend Program
Refer to Note 6 and Note 17 for information related to our dividend program, the quarterly cash dividend declared during the current period, and the related subsequent event disclosures which includes the declaration of the quarterly cash dividend.
Cash Flows
Cash, cash equivalents, and restricted cash increased by $28.3 million and $13.9 million over the six months ended June 30, 2023 and 2022, respectively. The net change in cash, cash equivalents, and restricted cash was attributable to the following:
Six Months Ended June 30, | |||||||||||
2023 | 2022 | ||||||||||
Cash flows (in thousands): | |||||||||||
Net cash provided by operating activities | $ | 494,606 | $ | 802,056 | |||||||
Net cash used in investing activities | (71,301) | (147,149) | |||||||||
Net cash used in financing activities | (395,000) | (641,021) | |||||||||
Net increase in cash and cash equivalents and restricted cash | $ | 28,305 | $ | 13,886 |
Operating Activities. The decrease in net cash provided by operating activities for the six months ended June 30, 2023 compared to the prior year period was primarily attributable to lower coal sale realizations as discussed above in “Results of Operations,” partially offset by a corresponding reduction in outstanding accounts receivable balances during the current year period when compared to the prior year period.
Investing Activities. The decrease in net cash used in investing activities for the six months ended June 30, 2023 compared to the prior year period was primarily driven by a net increase in cash from investment security activity, partially offset by increases in capital expenditures and cash paid for business acquired.
Financing Activities. The decrease in net cash used in financing activities for the six months ended June 30, 2023 compared to the prior year period was primarily driven by decreases in principal repayments of long-term debt as a result of the payoff of the Term Loan Credit Facility in the prior year period, partially offset by increases in dividends paid and common stock repurchases and related expenses.
Analysis of Material Debt Covenants
We are in compliance with all covenants under the ABL Agreement as of June 30, 2023. A breach of the covenants in the ABL Agreement could result in a default under the terms of such agreement, and the respective lenders could then elect to declare all amounts borrowed due and payable.
Pursuant to the ABL Agreement, during any Liquidity Period (capitalized terms as defined in the ABL Agreement), our Fixed Charge Coverage Ratio cannot be less than 1.0 as of the last day of any Test Period, commencing with the Test Period ended immediately preceding the commencement of such Liquidity Period. The Fixed Charge Coverage Ratio is calculated as (a) Consolidated EBITDA of the Company and its Restricted Subsidiaries for such period, minus non-financed Capital Expenditures (including Capital Expenditures financed with the proceeds of any Loans) paid or payable currently in cash by the Company or any of its Subsidiaries for such period to (b) the Fixed Charges of the Company and its Restricted Subsidiaries during such period. As of June 30, 2023, we were not in a Liquidity Period.
Critical Accounting Policies and Estimates
The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. We base our estimates on historical experience and on various other factors and assumptions, including the current economic environment, that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. We evaluate our estimates and assumptions on an ongoing basis and adjust such estimates and assumptions as facts and circumstances require. Foreign currency and energy markets, and fluctuations in demand for steel products, have combined to increase the uncertainty inherent in such estimates and assumptions. As future events and their effects cannot be determined with precision, actual results may differ significantly from these estimates. Changes in these estimates resulting from continuing changes in the economic environment will be reflected in the financial statements in future periods.
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Our critical accounting policies are discussed in the “Critical Accounting Policies and Estimates” section contained in our Annual Report on Form 10-K for the year ended December 31, 2022. Our critical accounting policies remain unchanged at June 30, 2023. Refer to the Recent Accounting Guidance section in Note 1 for further information.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Commodity Price Risk
We manage our commodity price risk for coal sales through the use of coal supply agreements. Refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Factors Affecting Our Results of Operations” for information on our sales commitments for 2023.
We have exposure to commodity price risk for supplies that are used directly or indirectly in the normal course of production such as diesel fuel, steel and other items such as explosives. We manage our risk for these items through strategic sourcing contracts in normal quantities with our suppliers.
The market price of diesel fuel fluctuates due to changes in production, seasonality, and other market factors generally outside of our control. Increased fuel costs may have a negative impact on our results of operations and financial condition. As of June 30, 2023, our forecasted diesel fuel usage and fixed price diesel fuel purchase commitments for 2023 are as follows:
Budgeted Usage in Gallons | % Priced | Average Realized Price per Gallon | |||||||||||||||
Diesel fuel | 23.9 million | 85.7 | % | $3.53 |
Interest Rate Risk
As of June 30, 2023, we maintain a senior secured asset-based revolving credit facility under which we may borrow up to $155.0 million (less amounts outstanding for letters of credit). Any cash borrowings under the facility would bear a floating rate of interest. No cash borrowings were outstanding under the facility as of June 30, 2023 or December 31, 2022. As of June 30, 2023 and December 31, 2022, we had $61.9 million letters of credit outstanding under the facility. Refer to Note 8 for additional information. Also refer to the “Financial Statements and Supplementary Data—Note 14” section contained in our Annual Report on Form 10-K for the year ended December 31, 2022 for discussion on the terms of our long-term debt.
As of June 30, 2023 and December 31, 2022, we had investments in trading securities of $76.0 million and $151.8 million respectively. While the fair value of these investments is exposed to risk with respect to changes in market rates of interest, we do not believe exposure to changes in interest rates is material to our consolidated financial statements. We manage risk by investing in shorter term highly rated debt obligations (primarily U.S. government securities). As of June 30, 2023 and December 31, 2022, the remaining maturities of our acquired debt securities was less than 12 months.
Foreign Currency Risk
Our transactions are denominated in U.S. dollars, and, as a result, we do not have material exposure to currency exchange-rate risks. However, our coal is sold internationally in U.S. dollars and, as a result, general economic conditions in foreign markets and changes in foreign currency exchange rates may provide our foreign competitors with a competitive advantage. If our competitors’ currencies decline against the U.S. dollar or against our foreign customers’ local currencies, those competitors may be able to offer lower prices for coal to customers. Furthermore, if the currencies of our overseas customers were to significantly decline in value in comparison to the U.S. dollar, those customers may seek decreased prices for the coal we sell to them. Consequently, currency fluctuations could adversely affect the competitiveness of our coal in international markets, which could have a material adverse effect on our business, financial condition, results of operations, and cash flows.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are designed to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and
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communicated to our management, including our Chief Executive Officer (“CEO”) and our Chief Financial Officer (“CFO”), as appropriate, to allow timely decisions regarding required disclosures. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In accordance with Rule 13a-15(b) of the Exchange Act, we have evaluated, under the supervision of our CEO and our CFO, the effectiveness of disclosure controls and procedures as of June 30, 2023. Based on this evaluation, our CEO and our CFO concluded that our disclosure controls and procedures were effective as of June 30, 2023.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during the period covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Inherent Limitations on Effectiveness of Disclosure Controls and Procedures
Our CEO, our CFO and other members of management do not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Part II - Other Information
Item 1. Legal Proceedings
For a description of the Company’s legal proceedings, refer to Note 15, part (d), to the unaudited Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q, which is incorporated herein by reference.
Item 1A. Risk Factors
In addition to the other information set forth in this report, you should carefully consider the factors discussed in the “Risk Factors” section contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, together with the cautionary statement under the caption “Cautionary Note Regarding Forward-Looking Statements” included elsewhere in this Quarterly Report on Form 10-Q. These described risks are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Dividend Policy
Pursuant to the dividend policy adopted by the Board on May 3, 2022, the Board declared quarterly cash dividends of $0.44 and $0.50 per share on the Company’s common stock during the three months ended March 31, 2023 and June 30, 2023, respectively. Refer to Note 17 for subsequent event disclosures related to the Company’s dividend program. The holders of the Company’s common stock are entitled to receive such dividends, if any, when they are declared by the Board. Future dividends are subject to declaration by the Board and depend on Alpha’s future earnings and financial condition and other relevant factors. Refer to Note 6 for further information related to the Company’s dividend program.
Repurchase of Common Stock
The following table summarizes information about shares of common stock that were repurchased during the second quarter of 2023.
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Total Number of Shares Purchased (1) | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2) | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (In thousands) (2)(3)(4) | ||||||||||||||||||||
April 1, 2023 through April 30, 2023 | 317,688 | $ | 157.17 | 317,688 | $ | 563,286 | |||||||||||||||||
May 1, 2023 through May 31, 2023 | 380,007 | $ | 145.95 | 380,007 | $ | 507,826 | |||||||||||||||||
June 1, 2023 through June 30, 2023 | 323,145 | $ | 154.98 | 319,210 | $ | 458,395 | |||||||||||||||||
1,020,840 | 1,016,905 |
(1) Includes 3,935 common shares repurchased from employees to satisfy the employees’ statutory tax withholdings upon the vesting of stock grants. Shares that are repurchased to satisfy the employees’ statutory tax withholdings are recorded in treasury stock at cost.
(2) On February 21, 2023, the Board approved an increase to the existing common share repurchase program that the Board adopted on March 4, 2022, bringing the total authorization to repurchase the Company’s stock to $1.2 billion. Refer to Note 6 for additional information.
(3) The Company adopted a capital return program in 2019, including a stock repurchase plan with no expiration date that permitted the Company to repurchase up to an aggregate amount of $100 million of the Company's common stock. The Company suspended this stock repurchase plan on October 1, 2019 and does not currently intend to make further repurchases under it.
(4) We cannot estimate the number of shares that will be repurchased because decisions to purchase are subject to market and business conditions, levels of available liquidity, our cash needs, restrictions under agreements or obligations, legal or regulatory requirements or restrictions, and other relevant factors. This amount does not include stock repurchase related fees and excise taxes.
Refer to Note 6 for information about repurchases related to warrants during the current quarter.
Item 4. Mine Safety Disclosures
Information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K is included in Exhibit 95 to this Quarterly Report on Form 10-Q.
Item 5. Other Information
None.
Item 6. Exhibits
Refer to the Exhibit Index following the signature page to this Quarterly Report on Form 10-Q.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
ALPHA METALLURGICAL RESOURCES, INC. | ||||||||
Date: August 4, 2023 | By: | /s/ J. Todd Munsey | ||||||
Name: | J. Todd Munsey | |||||||
Title: | Chief Financial Officer | |||||||
(Principal Financial Officer and Principal Accounting Officer) |
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Exhibit Index
Exhibit No. | Description of Exhibit | ||||
3.1 | |||||
3.2 | |||||
31* | |||||
32** | |||||
95* | |||||
101* | The following financial information from Alpha Metallurgical Resources, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 formatted in Inline XBRL (Extensible Business Reporting Language) includes: (i) Condensed Consolidated Statements of Operations, (ii) Condensed Consolidated Statements of Comprehensive Income, (iii) Condensed Consolidated Balance Sheets, (iv) Condensed Consolidated Statements of Cash Flows, (v) Condensed Consolidated Statements of Stockholders’ Equity, and (vi) Notes to the Condensed Consolidated Financial Statements. | ||||
104* | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
* Filed herewith
** Furnished herewith
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